casemark/seller-consulting-agreement
skills/legal/seller-consulting-agreement/SKILL.md
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.
$ install --global
skillsauthnpx skillsauth add casemark/skills seller-consulting-agreementInstall this skill globally with one command. Works with Claude Code, Cursor, and Windsurf.
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Last scanned: Apr 17, 2026, 2:17 PM7.5s1 file scanned
SKILL.md
- name:
- seller-consulting-agreement
- description:
- >-
- after closing. Trigger:
- consulting agreement, seller services, transition
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.
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