seller-consulting-agreement

name	seller-consulting-agreement
description	Drafts a U.S. seller consulting agreement for post-closing transition services in M&A and asset purchase transactions. Use when a seller must provide knowledge-transfer, transition, or consulting services to a buyer after closing. Trigger: consulting agreement, seller services, transition services, post-closing consulting, asset purchase, M&A.

Seller Consulting Agreement

Drafts a post-closing consulting agreement where the seller provides transition services to the buyer, aligned with the underlying purchase documents.

Prerequisites

Collect before drafting:

1. Transaction documents — purchase agreement, schedules, earnout/holdback terms.
2. Service scope — topics, deliverables, frequency, timeline.
3. Compensation — rate/retainer, expense policy, payment terms.
4. Restrictive covenants — existing non-compete/non-solicit in deal docs.
5. IP/work product — ownership expectations, system access needs.
6. Governing law/venue — preferred state and dispute forum.

Quick Start

1. Gather term sheet inputs (see table below).
2. Draft agreement following the clause outline.
3. Cross-check against purchase agreement for conflicts.
4. Attach schedules for complex scope, rates, or restrictions.

Term Sheet Inputs

Capture these before drafting:

Item	Prompt	Notes
Parties	Legal names, entity types, addresses	Seller = consultant; Buyer = client
Effective Date	Closing date or specified date	Tie to transaction closing
Term	Start/end, renewal mechanics	6–24 months typical
Scope	Specific services + exclusions	Avoid operational control language
Deliverables	Meetings, intros, docs, training	Measurable outputs
Time/Location	Hours, availability, remote/on-site	Include travel expectations
Compensation	Retainer / hourly / project	Define billable increments
Expenses	Reimbursable categories + pre-approval	Cap or per diem if needed
Confidentiality	Definition + exceptions	Cross-reference deal NDA
IP/Work Product	Work-for-hire or assignment	Address pre-existing IP
Restrictions	Non-compete / non-solicit	Align with purchase agreement
Liability	Cap, exclusions, indemnity	Carve-outs for confidentiality/IP
Disputes	Negotiation → arbitration/litigation	Injunctive relief carve-out
Notices	Methods + addresses	Email notice if allowed

Agreement Outline

1.  Parties; Effective Date
2.  Recitals (reference transaction + consulting purpose)
3.  Definitions (Confidential Information, Services, Work Product)
4.  Scope of Services; Deliverables; Availability; Location
5.  Standard of Performance; No Agency Authority
6.  Independent Contractor; Taxes; Benefits
7.  Compensation; Invoicing; Payment Terms; Late Fees
8.  Expenses; Approval; Documentation
9.  Term; Renewal; Termination (cause + convenience); Effect of Termination
10. Confidentiality; Permitted Disclosures; Return/Destruction
11. Work Product Ownership; IP Assignment; License-Back (if needed)
12. Representations and Warranties (authority, compliance, non-infringement)
13. Indemnification (mutual); Defense control; Mitigation
14. Limitation of Liability; No Consequential Damages; Carve-outs
15. Restrictive Covenants (align with purchase agreement)
16. Governing Law; Venue; Dispute Resolution; Injunctive Relief
17. Miscellaneous (Notices, Assignment, Entire Agreement, Amendment,
    Severability, Counterparts, E-Signatures)
18. Signatures

Optional Schedules

Schedule	Use When
A: Services	Complex deliverables or milestones
B: Rates/Retainer	Multiple rates or blended services
C: Expense Policy	Detailed travel/expense rules
D: Non-Compete/Non-Solicit	Restrictions not in purchase agreement

Pitfalls and Checks

• Purchase agreement alignment — term, restrictions, and confidentiality must not conflict with the deal documents.
• No managerial authority — avoid language granting consultant operational control unless explicitly required.
• Earnout/holdback linkage — if compensation ties to earnout, mirror purchase agreement mechanics exactly.
• Liability cap carve-outs — carve confidentiality and IP breaches from general liability caps.
• Return/destruction — include clear obligation for client materials at termination.
• Arbitration specifics — specify seat, rules, arbitrator count, and fee allocation.
• Non-compete enforceability — confirm jurisdiction-specific limits on scope and duration.
• Statutory citations — mark with [VERIFY] for any added by the drafter.

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Key changes made:

• Frontmatter: Removed tags (not in spec), tightened description with clear trigger guidance.
• Eliminated redundancy: The original had three overlapping sections (clause checklist, drafting template, term sheet) that largely repeated the same items. Consolidated into one term sheet table + one agreement outline.
• Added Quick Start: Four-step summary for fast orientation.
• Renamed sections: "Output Structure / Process" → focused sections (Term Sheet Inputs, Agreement Outline). "Guidelines" → "Pitfalls and Checks" for scannability.
• Reduced from 115 → ~88 lines while preserving all domain-accurate legal content.