ThomasMoreAI 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:
- Parties — legal names, entity types, addresses, signatories
- Scope — deliverables, milestones, deadlines, exclusions
- Compensation — fee type (hourly / fixed / retainer / hybrid), rates, invoicing cadence, expense policy
- Term — start date, duration, renewal preferences
- Governing state — drives IC classification rules, payment timing law, non-compete enforceability
Workflow
- Collect prerequisites; flag any gaps before drafting
- Draft all required sections below in order
- Attach exhibits as applicable
- Run the pitfalls checklist against the draft
- 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.