Consulting Agreement for United States
Generate a consulting agreement that complies with United States law — with 7 mandatory clauses and 6 compliance checks built in.
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Key legal considerations
Generate a US consulting agreement. Key issues: 1. IC STATUS: Clearly establish independent contractor relationship. Consultant controls methods, schedule, and tools. Same classification risks as contractor agreements. 2. IP OWNERSHIP: Critical for consulting. Include BOTH work-for-hire language AND express IP assignment (belt and suspenders approach). Under 17 U.S.C. § 101, work-for-hire for ICs is limited to 9 categories. Express assignment covers everything else. Pre-existing IP should be licensed, not assigned. 3. CONFIDENTIALITY: Include robust confidentiality provisions with DTSA whistleblower immunity notice. 4. SCOPE: Clearly define consulting services, deliverables, and what's out of scope. Use Statement of Work for project-specific details. 5. CONFLICTS OF INTEREST: Address whether consultant can work for competitors during engagement. 6. INDEMNIFICATION: Include mutual indemnification provisions.
What's required
Mandatory clauses for a valid consulting agreement under United States law.
Independent Contractor Status
IRS three-factor test
IP Assignment & Work for Hire
17 U.S.C. § 101 (work-for-hire); 17 U.S.C. § 204 (written transfer required)
Confidentiality Obligations
DTSA Whistleblower Immunity Notice
18 U.S.C. § 1833(b) (DTSA Whistleblower Immunity)
Severability
Common law severability doctrine
Entire Agreement / Merger Clause
Common law parol evidence rule
Electronic Signature Authorization
15 U.S.C. § 7001 (E-SIGN Act)
What's prohibited
Terms and provisions that are void or unenforceable under United States law.
Language establishing employer control over consultant's schedule, methods, or tools
Consulting agreements must not contain language that suggests the company controls the consultant's working methods, schedule, or tools, as this indicates an employment relationship under IRS and DOL tests.
IRS Publication 15-A; DOL Fact Sheet #13
Legal references
Key statutes and regulations that govern consulting agreements in United States.
Copyright Act — Work for Hire & Assignment
17 U.S.C. §§ 101, 204
Work-for-hire doctrine for ICs is limited to 9 categories. Written assignment required for copyright transfer outside those categories.
IRS Worker Classification
IRS Publication 15-A
Three-factor test for determining if a consultant is truly an IC vs. employee.
Defend Trade Secrets Act
18 U.S.C. § 1836 et seq.
Federal trade secret protection. Requires whistleblower immunity notice in agreements.
Compliance checklist
Automated compliance checks for every United States consulting agreement.
Independent contractor status established
criticalIP ownership fully addressed
criticalConfidentiality provisions included
criticalScope of services defined
critical
+2 more compliance checks
Generate to see full reportConsulting Agreement in other jurisdictions
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View United States requirementsFrequently asked questions
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