Consulting Services Agreement

---
name: consulting-services-agreement
description: Drafts a U.S. Consulting Services Agreement covering scope, compensation (hourly, fixed, retainer, hybrid), independent contractor classification, IP ownership, confidentiality, indemnification, liability caps, insurance, and dispute resolution. Use when drafting consulting contracts, professional services agreements, or independent contractor agreements.
---

# Consulting Services Agreement

Drafts a business-ready U.S. Consulting Services Agreement allocating rights, responsibilities, and risks between Consultant and Client.

## Prerequisites

Gather before drafting:

1. **Parties** — legal names, entity types, addresses, signatories
2. **Scope** — deliverables, milestones, deadlines, exclusions
3. **Compensation** — fee type (hourly / fixed / retainer / hybrid), rates, invoicing cadence, expense policy
4. **Term** — start date, duration, renewal preferences
5. **Governing state** — drives IC classification rules, payment timing law, non-compete enforceability

## Workflow

1. Collect prerequisites; flag any gaps before drafting
2. Draft all required sections below in order
3. Attach exhibits as applicable
4. Run the pitfalls checklist against the draft
5. Confirm all defined terms are consistent and cross-referenced

## Required Sections

Draft each section with the following key content:

**Parties** — Full legal names, entity type, DBA, notice addresses.

**Scope of Services** — Measurable deliverables, milestones, deadlines, performance standards, explicit exclusions. Reference attached SOW/exhibits.

**Compensation & Payment** — Fee structure, rate schedule, invoicing frequency, payment terms, expense reimbursement with documentation requirements, late-payment interest, suspension-of-services trigger.

**Term & Termination** — Effective date, fixed vs. rolling, auto-renewal opt-out, termination for convenience (30-day notice default), termination for cause with cure period, IP and WIP disposition on early termination.

**Independent Contractor** — Consultant controls manner/means; responsible for taxes, benefits, licenses, insurance; subcontracting subject to Client approval. Include multi-factor language to withstand reclassification scrutiny.

**Confidentiality** — Define CI (strategies, financials, customer data, trade secrets, proprietary methodologies). Standard exceptions: public domain, independently developed, already known, compelled disclosure. Specify post-termination survival period.

**IP & Work Product** — Client owns deliverables as work made for hire or by explicit assignment. Consultant retains pre-existing IP and general methodologies. Client gets license to background IP. Portfolio use subject to Client consent.

**Representations & Warranties** — Mutual: authority to contract, no conflicting obligations. Consultant: professional performance, no IP infringement, regulatory compliance. Disclaim implied warranties beyond express.

**Indemnification** — Reciprocal for breach, negligence, willful misconduct, IP infringement. Include procedure: prompt notice, cooperation, control of defense/settlement.

**Limitation of Liability** — Cap aggregate liability (fees paid in prior 6–12 months or negotiated amount). Exclude consequential/incidental/punitive damages. Carve out: confidentiality breach, IP infringement, indemnification, fraud.

**Insurance** — Consultant maintains: Professional Liability/E&O, Commercial General Liability, Cyber Liability (if handling sensitive data). Specify minimums; Client as additional insured or certificate holder.

**Governing Law & Disputes** — State designation, exclusive venue, optional mediation before arbitration (AAA or JAMS), prevailing-party attorneys' fees.

**General Provisions** — Severability, entire agreement, written amendments, no assignment without consent, notice procedures, no-waiver, force majeure, counterparts.

**Signature Blocks** — Authorized representative name, title, date; corporate authority confirmation if needed.

## Exhibits

Attach as applicable:

- **Exhibit A** — Statement of Work (scope, milestones, acceptance criteria)
- **Exhibit B** — Fee Schedule / Rate Card
- **Exhibit C** — Pre-Existing IP / Background IP List

## Pitfalls

- **IC misclassification** — Cross-reference IRS common-law test, DOL economic reality test, and governing state's ABC test. Highest exposure: CA, MA, NJ. [VERIFY current state standards]
- **Payment timing** — Some states (CA, NY) impose mandatory payment deadlines or interest on overdue invoices. Confirm governing state requirements.
- **Non-competes** — CA, ND, OK, MN prohibit broadly. Confirm enforceability before including restrictive covenants. [VERIFY current statutes]
- **Work made for hire** — Only applies to 17 U.S.C. § 101 enumerated categories. Always include explicit assignment as backstop.
- **Arbitration** — Confirm FAA preemption applies. CA, WA restrict arbitration of certain claims. [VERIFY]
- **Cross-border** — This skill covers U.S. domestic only. International engagements need GDPR, foreign IP, currency, and withholding tax provisions.
- **Formatting** — Include table of contents if agreement exceeds five pages. Use consistent defined terms. Attach all referenced exhibits.