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Exclusive Consulting Agreement Template for United States

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Key Requirements PROMPT example:

Exclusive Consulting Agreement

"I need an Exclusive Consulting Agreement for a technology consultant who will be helping our startup with AI development for 18 months starting January 2025, with strict confidentiality and IP protection provisions, and we want to ensure they won't work with our competitors in the autonomous vehicle space."

Document background
The Exclusive Consulting Agreement is designed for situations where organizations require dedicated consulting services without the consultant providing similar services to competitors. This document is commonly used in the United States when businesses need specialized expertise while ensuring market advantage. The agreement typically includes detailed provisions about scope of work, compensation, intellectual property rights, confidentiality, and non-compete clauses. It's particularly important in situations involving sensitive information or competitive markets where exclusivity is crucial for maintaining business advantages.
Suggested Sections

1. Parties: Identifies the consultant and client, including full legal names and addresses

2. Background: Explains the context and purpose of the consulting arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Details the specific consulting services to be provided

5. Term and Termination: Specifies duration and conditions for ending the agreement

6. Compensation: Details payment terms, rates, and reimbursement policies

7. Exclusivity: Defines the exclusive nature of the relationship

8. Confidentiality: Outlines confidentiality obligations and protected information

9. Intellectual Property: Addresses ownership of work product and IP rights

Optional Sections

1. Insurance Requirements: Specifies required insurance coverage for high-risk or liability-sensitive services

2. Force Majeure: Addresses unforeseen circumstances preventing performance, recommended for longer-term agreements

3. Assignment: Rules regarding transfer of rights and obligations between parties

4. Compliance with Laws: Specific regulatory compliance requirements for regulated industries

Suggested Schedules

1. Schedule A - Scope of Services: Detailed description of consulting services and deliverables

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

3. Schedule C - Key Personnel: List of key individuals providing services and their qualifications

4. Schedule D - Service Levels: Performance metrics and standards for measuring service quality

Authors

Alex Denne

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

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Industries

Internal Revenue Code: Federal tax law governing independent contractor vs. employee classification, crucial for establishing proper consulting relationship

Fair Labor Standards Act (FLSA): Federal law establishing wage, hour, and employment standards, relevant for ensuring proper contractor classification

Federal Trade Secrets Act: Federal legislation protecting trade secrets, essential for confidentiality provisions in consulting agreements

Defend Trade Secrets Act (DTSA): Federal law providing additional trade secret protections and remedies, important for intellectual property protection

Sherman Antitrust Act: Federal antitrust law affecting the scope and enforceability of non-compete provisions in consulting agreements

Copyright Act: Federal law governing intellectual property rights, crucial for determining ownership of works created during consulting engagement

Patent Act: Federal law governing patent rights, relevant if consulting services involve patentable innovations or inventions

State Contract Laws: State-specific regulations governing contract formation, enforcement, and remedies

State Labor Laws: State-specific employment and contractor regulations that may affect consulting relationships

State Trade Secret Laws: State-specific protections for trade secrets that complement federal regulations

State Non-Compete Laws: State-specific regulations governing the enforceability and scope of non-compete agreements

Contract Formation Requirements: Common law principles regarding offer, acceptance, consideration, and mutual intent to create binding agreements

Good Faith and Fair Dealing: Common law doctrine requiring parties to act honestly and fairly in contract performance

IRS Independent Contractor Guidelines: Federal tax guidelines determining proper classification of independent contractors versus employees

State Licensing Requirements: State-specific professional licensing requirements that may apply to certain consulting services

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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