Consultant Retainer Agreement Template for United States

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Key Requirements PROMPT example:

Consultant Retainer Agreement

"I need a Consultant Retainer Agreement for hiring a technology strategy consultant to work with our startup for 12 months starting January 2025, with key focus on confidentiality and IP protection as we're developing new products."

Document background
The Consultant Retainer Agreement serves as a foundational document for establishing long-term consulting relationships in the United States. This agreement is essential when a business requires ongoing access to specialized expertise without the commitment of full-time employment. It addresses key aspects such as service scope, payment terms, confidentiality, and intellectual property rights, while ensuring compliance with both federal and state regulations regarding independent contractor status. The document is particularly valuable for businesses seeking to maintain consistent access to professional services while clearly defining the parameters of the consulting relationship.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the consulting arrangement

3. Definitions: Key terms used throughout the agreement

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

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

6. Compensation: Payment terms, rates, and billing procedures

7. Independent Contractor Status: Clarification of relationship between parties

8. Intellectual Property Rights: Ownership and rights to work products and pre-existing IP

9. Confidentiality: Protection of confidential information and trade secrets

10. Representations and Warranties: Statements of fact and promises made by both parties

11. Limitation of Liability: Limits on liability and indemnification provisions

12. General Provisions: Miscellaneous legal provisions including governing law, notices, and amendments

Optional Sections

1. Non-Compete: Restrictions on competitive activities during and after the engagement

2. Insurance Requirements: Specific insurance coverage requirements for the consultant

3. Equipment and Resources: Provisions regarding tools, equipment, and resources provided by either party

4. Data Protection and Privacy: Specific provisions for handling personal and sensitive data

5. Force Majeure: Provisions for unforeseen circumstances preventing performance

Suggested Schedules

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

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

3. Schedule C - Key Personnel: List of key consultant personnel assigned to the project

4. Appendix 1 - Insurance Requirements: Specific insurance requirements and coverage limits

5. Appendix 2 - Compliance Requirements: Specific regulatory or industry compliance 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

Industries

Internal Revenue Code: Federal tax legislation governing contractor classification and tax obligations for consultants vs employees

Fair Labor Standards Act: Federal law ensuring proper worker classification and labor standards

Immigration Reform and Control Act: Federal legislation relevant for non-US consultants regarding work authorization

Federal IP Laws: Copyright Act, Patent Act, and other federal intellectual property protections affecting consultant work products

State Labor Laws: State-specific regulations governing working conditions and contractor relationships

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation

State Non-Compete Laws: State-specific restrictions and requirements for non-compete clauses in consulting agreements

State IP Laws: State-specific intellectual property protections supplementing federal IP laws

IRS Guidelines: Federal guidelines determining independent contractor vs employee classification

State Worker Classification Tests: State-specific tests (such as ABC test) for determining worker classification

Data Privacy Laws: Federal and state regulations governing data protection and privacy requirements

Professional Licensing Requirements: State-specific professional licensing and certification requirements for consultants

Insurance Regulations: Requirements for professional liability, general liability, and workers' compensation insurance

Dispute Resolution Laws: State and federal laws governing arbitration, venue selection, and jurisdiction for contract disputes

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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