Consulting Agreement for the United States

Consulting Agreement Template for United States

A Consulting Agreement is a legally binding contract under U.S. law that establishes the terms and conditions between a consultant and client for professional services. This document outlines the scope of services, compensation terms, confidentiality obligations, intellectual property rights, and the independent contractor relationship. It includes provisions for compliance with federal and state labor laws, tax requirements, and industry-specific regulations while protecting both parties' interests through clear deliverables and expectations.

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What is a Consulting Agreement?

The Consulting Agreement serves as the primary document governing professional service relationships in the United States. It is essential when engaging independent contractors or consultants for specialized expertise or project-based work. This agreement defines the scope of services, establishes payment terms, protects intellectual property, maintains confidentiality, and clearly defines the independent contractor relationship to avoid misclassification issues under federal and state laws. The document is particularly crucial for compliance with IRS guidelines and state-specific labor regulations regarding independent contractor status.

What sections should be included in a Consulting Agreement?

1. Parties: Identification of consultant and client, including full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of consulting services to be provided

5. Term and Termination: Duration of agreement and conditions for termination

6. Compensation: Payment terms, rates, and expenses

7. Independent Contractor Status: Clarification of relationship between parties

8. Confidentiality: Protection of sensitive information

9. Governing Law: Jurisdiction and applicable law

What sections are optional to include in a Consulting Agreement?

1. Non-Compete: Restrictions on competitive activities - include when protecting business interests from competition

2. Insurance: Required insurance coverage - include when services involve significant risk or regulatory requirements

3. Intellectual Property Assignment: Ownership of work product - include when consultant will create IP during engagement

4. Data Protection: Specific data handling requirements - include when handling sensitive or personal data

What schedules should be included in a Consulting Agreement?

1. Schedule A - Scope of Services: Detailed breakdown of services to be provided

2. Schedule B - Fee Schedule: Detailed breakdown of fees and payment terms

3. Schedule C - Key Personnel: List of key individuals involved in providing services

4. Appendix 1 - Service Level Agreement: Performance metrics and standards

5. Appendix 2 - Insurance Requirements: Specific insurance coverage requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Industries

Labor Laws: Including Fair Labor Standards Act (FLSA), Independent Contractor classification rules (IRS guidelines), state-specific labor laws, and worker classification tests (e.g., ABC test in California)

Tax Laws: Including Internal Revenue Code, state tax regulations, Form 1099 requirements, and self-employment tax considerations

Intellectual Property Laws: Including Copyright Act, Patent Act, Trade Secrets Act, and state IP laws

Contract Law: Including state contract laws, Uniform Commercial Code (if applicable), and Statute of Frauds

Privacy and Data Protection: Including state privacy laws, industry-specific regulations, and GDPR compliance considerations for EU data

Non-Compete and Non-Disclosure: Including state-specific restrictions on non-compete agreements and trade secret protection laws

Insurance and Liability: Including state insurance requirements and professional liability considerations

Discrimination Laws: Including Civil Rights Act, state anti-discrimination laws, and Americans with Disabilities Act (if applicable)

Industry-Specific Regulations: Including healthcare (HIPAA), financial services (SEC, FINRA), and other regulated industry requirements

Dispute Resolution: Including state arbitration laws, Federal Arbitration Act, and state-specific venue and jurisdiction rules

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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