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Seller Consulting Agreement

Draft Seller Consulting Agreements in Minutes, Not Hours

12 minutes with CaseMark

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2. Upload the files you want analyzed.

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Seller Consulting Agreement

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Workflow

Seller Consulting Agreement

Overview

CaseMark's Seller Consulting Agreement skill automates the drafting of post-closing consulting agreements for M&A and asset purchase transactions. It produces comprehensive, deal-aligned contracts that govern the seller's transition services, knowledge transfer, and consulting obligations to the buyer after closing. The AI cross-references your purchase agreement to ensure consistency across all deal documents.

Drafting post-closing seller consulting agreements is a time-intensive process that requires careful cross-referencing with purchase agreements, earnout provisions, and existing restrictive covenants. Inconsistencies between deal documents can create enforcement issues, disputes, and unintended obligations that jeopardize the transition period and deal value.

CaseMark automates the entire drafting process by analyzing your purchase agreement and deal terms to generate a comprehensive, internally consistent consulting agreement. The AI ensures alignment with existing covenants, produces tailored IP and confidentiality provisions, and delivers a polished draft ready for attorney review and client delivery.

How it works

  1. 1. Upload your purchase agreement, term sheet, and scope-of-services details

  2. 2. AI analyzes deal terms and extracts key provisions for cross-referencing

  3. 3. Review and customize the fully drafted consulting agreement

  4. 4. Export the final agreement with schedules in your preferred format (DOCX, PDF)

What you get

  • Recitals & Party Identification

  • Engagement Term & Renewal Provisions

  • Scope of Services & Deliverables Schedule

  • Compensation, Expenses & Payment Terms

  • Confidentiality & Non-Disclosure Provisions

  • IP & Work Product Ownership Clauses

  • Non-Compete & Non-Solicitation Restrictions

  • Liability Caps, Indemnification & Insurance

  • Termination Rights & Wind-Down Procedures

  • Dispute Resolution & Governing Law

  • Signature Blocks & Exhibit Schedules

What it handles

  • Generates complete consulting agreements aligned with underlying purchase documents

  • Auto-populates party details, term structures, and compensation frameworks

  • Drafts tailored restrictive covenants cross-referenced to deal documents

  • Produces IP/work product ownership and confidentiality provisions

  • Creates customizable scope-of-services schedules and deliverable matrices

  • Includes dispute resolution, liability caps, and indemnification clauses

Required documents

  • Purchase Agreement

    The underlying asset purchase agreement, stock purchase agreement, or merger agreement governing the transaction

    .pdf, .docx

  • Term Sheet or Deal Summary

    Summary of key consulting terms including parties, compensation, term length, and service expectations

    .pdf, .docx, .xlsx

  • Scope of Services Description

    Detailed description of transition services, deliverables, and knowledge-transfer obligations the seller will provide

    .pdf, .docx

Supporting documents

  • Existing Non-Compete or NDA

    Any standalone restrictive covenant or non-disclosure agreements from the transaction for cross-referencing

    .pdf, .docx

  • Schedules and Exhibits

    Deal schedules, earnout terms, holdback provisions, or rate schedules relevant to the consulting engagement

    .pdf, .docx, .xlsx

  • Prior Consulting Agreements

    Template or precedent consulting agreements from prior transactions for style and provision preferences

    .pdf, .docx

Why teams use it

Reduce drafting time from hours to minutes while maintaining deal-specific precision and consistency across transaction documents

Eliminate conflicts between consulting agreement terms and underlying purchase agreement provisions through automated cross-referencing

Generate enforceable restrictive covenants, IP provisions, and liability frameworks tailored to the specific transaction structure

Produce professional, client-ready agreements with customizable schedules for scope, compensation, and deliverables

Questions

How does CaseMark ensure the consulting agreement aligns with my purchase agreement?

CaseMark AI cross-references the uploaded purchase agreement to identify key terms, restrictive covenants, earnout provisions, and defined terms. The drafted consulting agreement automatically aligns with these deal-specific provisions to avoid conflicts.

Can I customize the scope of services and compensation structure?

Absolutely. CaseMark generates a fully editable draft based on your inputs. You can modify the scope schedule, switch between retainer, hourly, or project-based compensation models, and adjust deliverable timelines to match your specific transaction needs.

Does the agreement address intellectual property and work product ownership?

Yes. CaseMark drafts comprehensive IP and work product provisions including work-for-hire designations, assignment clauses, pre-existing IP carve-outs, and system access terms — all tailored to the transition services context.

How does CaseMark handle restrictive covenants already in the deal documents?

CaseMark identifies existing non-compete and non-solicitation provisions in your purchase agreement and drafts consulting agreement restrictions that complement rather than conflict with those deal-level covenants, ensuring enforceability and consistency.

What types of M&A transactions does this skill support?

CaseMark's seller consulting agreement skill supports asset purchases, stock purchases, and merger transactions where the seller provides post-closing transition, knowledge-transfer, or consulting services to the buyer.

Can I generate agreements governed by different state laws?

Yes. You can specify your preferred governing law and dispute resolution forum. CaseMark drafts the agreement with the appropriate state-specific provisions, including arbitration clauses and injunctive relief carve-outs as needed.

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