USA Law

Consulting Agreement

Consulting Agreement in the United States

Clauses

  • Names of the parties
  • Whereas clauses
  • Definitions of preliminary matters
  • Description of the work to be performed
  • Payments to the consultant
  • Term of the agreement
  • Patent/intellectual property infringement indemnity
  • Risk of loss—Personal injury
  • Cancellation, termination, or suspension
  • Mechanics of termination
  • Remedies
  • Delays—Force majeure
  • Payment/invoices/expenses
  • Insurance
  • Taxes
  • Accounting, records, and audits
  • Description of the responsibilities of the client
  • The standard of performance—Warranties of the consultant
  • Independent contractor status
  • Key persons/consultant’s personnel
  • Best eorts language
  • Intellectual property rights
  • Proprietary or confidential information
  • Changes
  • Indemnification—Limitation of liability—Consequential damages
  • Reports
  • Advertising and public announcements
  • Notices
  • Assignment or subcontracts
  • Equal employment opportunity
  • Nonwaiver/no oral modification
  • Nonsolicitation/noncompetition/exclusivity
  • Authority/supervision
  • Licenses and permits
  • Severability
  • Mechanic’s liens
  • Time is of the essence
  • Gratuities/conflicts of interest
  • Compliance with laws
  • Export controls
  • Compliance with company safety and security rules
  • Company facilities and materials
  • Smoking policy
  • Behavior of consultant’s employees (including drug abuse and sexual harassment)
  • No third-party beneficiaries
  • Other agreements
  • Dispute resolution
  • Governing law/choice of forum
  • Attorneys’ fees
  • Entire agreement
  • Aliations of the consultant
  • Employment law releases
  • Change in control
  • Injunction
  • Cooperation with litigation
  • Representation by counsel
  • Indemnification and insurance
  • Representations of the consultant to the company
  • Representations of the company to the consultant
  • Miscellaneous
  • Signatures

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