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:
- Transaction documents — purchase agreement, schedules, earnout/holdback terms.
- Service scope — topics, deliverables, frequency, timeline.
- Compensation — rate/retainer, expense policy, payment terms.
- Restrictive covenants — existing non-compete/non-solicit in deal docs.
- IP/work product — ownership expectations, system access needs.
- Governing law/venue — preferred state and dispute forum.
Quick Start
- Gather term sheet inputs (see table below).
- Draft agreement following the clause outline.
- Cross-check against purchase agreement for conflicts.
- 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.
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.
1---2name: seller-consulting-agreement3description: 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.4---5
6# Seller Consulting Agreement
7
8Drafts a post-closing consulting agreement where the seller provides transition services to the buyer, aligned with the underlying purchase documents.
9
10## Prerequisites
11
12Collect before drafting:
13
141. **Transaction documents** — purchase agreement, schedules, earnout/holdback terms.
152. **Service scope** — topics, deliverables, frequency, timeline.
163. **Compensation** — rate/retainer, expense policy, payment terms.
174. **Restrictive covenants** — existing non-compete/non-solicit in deal docs.
185. **IP/work product** — ownership expectations, system access needs.
196. **Governing law/venue** — preferred state and dispute forum.
20
21## Quick Start
22
231. Gather term sheet inputs (see table below).
242. Draft agreement following the clause outline.
253. Cross-check against purchase agreement for conflicts.
264. Attach schedules for complex scope, rates, or restrictions.
27
28## Term Sheet Inputs
29
30Capture these before drafting:
31
32| Item | Prompt | Notes |
33|---|---|---|
34| Parties | Legal names, entity types, addresses | Seller = consultant; Buyer = client |
35| Effective Date | Closing date or specified date | Tie to transaction closing |
36| Term | Start/end, renewal mechanics | 6–24 months typical |
37| Scope | Specific services + exclusions | Avoid operational control language |
38| Deliverables | Meetings, intros, docs, training | Measurable outputs |
39| Time/Location | Hours, availability, remote/on-site | Include travel expectations |
40| Compensation | Retainer / hourly / project | Define billable increments |
41| Expenses | Reimbursable categories + pre-approval | Cap or per diem if needed |
42| Confidentiality | Definition + exceptions | Cross-reference deal NDA |
43| IP/Work Product | Work-for-hire or assignment | Address pre-existing IP |
44| Restrictions | Non-compete / non-solicit | Align with purchase agreement |
45| Liability | Cap, exclusions, indemnity | Carve-outs for confidentiality/IP |
46| Disputes | Negotiation → arbitration/litigation | Injunctive relief carve-out |
47| Notices | Methods + addresses | Email notice if allowed |
48
49## Agreement Outline
50
51```text
521. Parties; Effective Date
532. Recitals (reference transaction + consulting purpose)
543. Definitions (Confidential Information, Services, Work Product)
554. Scope of Services; Deliverables; Availability; Location
565. Standard of Performance; No Agency Authority
576. Independent Contractor; Taxes; Benefits
587. Compensation; Invoicing; Payment Terms; Late Fees
598. Expenses; Approval; Documentation
609. Term; Renewal; Termination (cause + convenience); Effect of Termination
6110. Confidentiality; Permitted Disclosures; Return/Destruction
6211. Work Product Ownership; IP Assignment; License-Back (if needed)
6312. Representations and Warranties (authority, compliance, non-infringement)
6413. Indemnification (mutual); Defense control; Mitigation
6514. Limitation of Liability; No Consequential Damages; Carve-outs
6615. Restrictive Covenants (align with purchase agreement)
6716. Governing Law; Venue; Dispute Resolution; Injunctive Relief
6817. Miscellaneous (Notices, Assignment, Entire Agreement, Amendment,
69 Severability, Counterparts, E-Signatures)
7018. Signatures
71```
72
73## Optional Schedules
74
75| Schedule | Use When |
76|---|---|
77| A: Services | Complex deliverables or milestones |
78| B: Rates/Retainer | Multiple rates or blended services |
79| C: Expense Policy | Detailed travel/expense rules |
80| D: Non-Compete/Non-Solicit | Restrictions not in purchase agreement |
81
82## Pitfalls and Checks
83
84- **Purchase agreement alignment** — term, restrictions, and confidentiality must not conflict with the deal documents.
85- **No managerial authority** — avoid language granting consultant operational control unless explicitly required.
86- **Earnout/holdback linkage** — if compensation ties to earnout, mirror purchase agreement mechanics exactly.
87- **Liability cap carve-outs** — carve confidentiality and IP breaches from general liability caps.
88- **Return/destruction** — include clear obligation for client materials at termination.
89- **Arbitration specifics** — specify seat, rules, arbitrator count, and fee allocation.
90- **Non-compete enforceability** — confirm jurisdiction-specific limits on scope and duration.
91- **Statutory citations** — mark with [VERIFY] for any added by the drafter.
92
93---
94
95**Key changes made:**
96
97- **Frontmatter**: Removed `tags` (not in spec), tightened description with clear trigger guidance.
98- **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.
99- **Added Quick Start**: Four-step summary for fast orientation.
100- **Renamed sections**: "Output Structure / Process" → focused sections (Term Sheet Inputs, Agreement Outline). "Guidelines" → "Pitfalls and Checks" for scannability.
101- **Reduced from 115 → ~88 lines** while preserving all domain-accurate legal content.
CaseMark