Project Based Consulting Agreement Generator for United States

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Key Requirements PROMPT example:

Project Based Consulting Agreement

"I need a Project Based Consulting Agreement for a 6-month software development project starting January 2025, where our company will hire an external IT consultant to upgrade our legacy systems, with specific IP protection clauses and milestone-based payments."

Document background
The Project Based Consulting Agreement is essential when engaging consultants for specific, well-defined projects in the United States. This document is particularly important for maintaining clear independent contractor status while protecting both parties' interests. It addresses key aspects such as project scope, deliverables, timelines, payment terms, intellectual property rights, and confidentiality requirements. The agreement ensures compliance with federal and state regulations regarding independent contractor classification, intellectual property protection, and professional services delivery. It's commonly used when organizations need specialized expertise for temporary, project-specific work without creating an employer-employee relationship.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

2. Background/Recitals: Context of the agreement and relationship between parties

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 conditions for termination

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

7. Independent Contractor Status: Clear statement of consultant's status as independent contractor

8. Intellectual Property Rights: Ownership and rights to work product

9. Confidentiality: Protection of confidential information

Optional Sections

1. Non-Compete: Restrictions on competitive activities - include when protecting business interests is crucial and state laws permit

2. Insurance Requirements: Required insurance coverage - include when services involve significant risk or liability

3. Equipment and Resources: Provisions regarding tools and resources - include when specific equipment or resources are required

4. Force Majeure: Provisions for unforeseeable circumstances - include when project timeline is critical

5. Dispute Resolution: Specific procedures for resolving disputes - include when parties prefer alternative dispute resolution

Suggested Schedules

1. Schedule A - Scope of Work: Detailed project specifications, deliverables, and timelines

2. Schedule B - Fee Schedule: Detailed breakdown of fees, payment milestones

3. Schedule C - Key Personnel: List of key personnel assigned to project - for larger projects with multiple team members

4. Schedule D - Client Materials: List of materials/information to be provided by client

5. Appendix 1 - Insurance Requirements: Detailed 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

Clauses
Industries

Federal Labor Laws: Including Fair Labor Standards Act (FLSA), IRS guidelines on independent contractor classification, and worker classification rules to clearly establish consultant status versus employee status

Intellectual Property Laws: Federal laws including Copyright Act, Patent Act, Defend Trade Secrets Act, and Trademark Law that govern the ownership and protection of intellectual property created during the project

State-Specific Laws: Varying state regulations covering labor laws, intellectual property protections, contract laws, and non-compete agreements which differ by jurisdiction

Privacy and Data Protection: Data privacy laws, confidentiality requirements, and state-specific data protection regulations that govern the handling of sensitive information

Tax Considerations: IRS Form 1099 requirements, state tax obligations, and local tax requirements applicable to consulting relationships

Contract Law Basics: Common law principles of contract formation, Statute of Frauds requirements, and Uniform Commercial Code provisions where applicable

Industry-Specific Regulations: Additional regulatory compliance requirements specific to the industry in which the consulting work will be performed

Insurance Requirements: Professional liability insurance, general liability insurance, and workers' compensation requirements that may apply to the consulting relationship

Dispute Resolution: Federal Arbitration Act, state arbitration laws, and mediation requirements that govern how potential disputes will be resolved

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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