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Seller Consulting Agreement

Draft Seller Consulting Agreements in Minutes, Not Hours

12 minutes with CaseMark

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Workflow

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 analyzes your purchase agreement and deal terms to generate a comprehensive, cross-referenced consulting contract that covers scope of services, compensation, restrictive covenants, IP ownership, and all essential provisions. The result is a polished, deal-aligned agreement ready for review and execution.

Drafting post-closing seller consulting agreements is a time-intensive process that requires careful cross-referencing against purchase agreements, earnout provisions, and existing restrictive covenants. Attorneys must manually ensure consistency across multiple deal documents while addressing complex issues like IP ownership, liability allocation, and scope limitations — often under tight closing deadlines.

CaseMark automates the entire drafting process by analyzing your purchase agreement and deal terms to generate a comprehensive, internally consistent consulting agreement. The AI cross-references key provisions, aligns restrictive covenants, and produces detailed schedules — delivering a polished, transaction-ready document in minutes instead of hours.

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 generated consulting agreement and schedules

  4. 4. Export the finalized agreement 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

  • Restrictive Covenants (Non-Compete/Non-Solicit)

  • 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 the transition services, deliverables, and knowledge-transfer activities 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

    Supporting schedules such as rate cards, expense policies, or detailed deliverable timelines

    .pdf, .docx, .xlsx

  • Prior Consulting Agreement Templates

    Firm or client-preferred templates to guide formatting and clause preferences

    .pdf, .docx

Why teams use it

Eliminate hours of manual drafting by generating complete consulting agreements from your deal documents in minutes

Ensure consistency between your purchase agreement and consulting terms with automated cross-referencing

Reduce risk of conflicting obligations with AI-aligned restrictive covenants and confidentiality provisions

Accelerate deal closings by producing transaction-ready agreements with customizable schedules and exhibits

Questions

How does the AI align the consulting agreement with my purchase agreement?

CaseMark analyzes your uploaded purchase agreement to identify key terms, restrictive covenants, earnout provisions, and defined terms. It then cross-references these throughout the consulting agreement to ensure consistency and avoid conflicts between the two documents.

Can I customize the scope of services and compensation structure?

Absolutely. CaseMark generates a fully editable agreement with detailed scope-of-services schedules and flexible compensation frameworks. You can specify hourly rates, retainers, project-based fees, expense policies, and billable increment structures to match your deal terms.

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. These are tailored based on the nature of the transition services being provided.

How does CaseMark handle restrictive covenants like non-competes?

CaseMark reviews any existing non-compete and non-solicitation provisions in your purchase agreement and drafts complementary restrictions in the consulting agreement. This ensures the covenants are aligned, enforceable, and don't create conflicting obligations for the seller.

Is the agreement enforceable across different U.S. states?

CaseMark generates agreements based on U.S. law and allows you to specify your preferred governing law state and dispute resolution forum. However, as with any legal document, we recommend having qualified counsel review the final agreement for jurisdiction-specific enforceability.

How long does it take to generate a complete consulting agreement?

CaseMark typically generates a comprehensive seller consulting agreement in approximately 10-12 minutes. This includes all substantive provisions, schedules, and cross-references to your deal documents — work that would traditionally take several hours of manual drafting.

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