Draft Independent Consulting Agreement Clauses
Creates first-draft consulting agreement clauses covering contractor status, IP, and termination with flagged risks.
Consulting agreements live or die on a few clauses: independent-contractor status, ownership of the work product, confidentiality, and how either side can exit. This prompt drafts those core provisions for an engagement between a consultant and a company, so freelancers and founders can paper a relationship quickly. Misclassification is the big risk here. The prompt deliberately includes language confirming the consultant controls how the work is done and is not an employee, and it flags clauses that turn on classification so you do not gloss over them. The result is a drafting aid, not legal advice. Worker classification, IP assignment formalities, and termination rules differ by jurisdiction and can carry tax and liability consequences, so have a qualified attorney review the draft. The assumptions list tells you exactly what the model inferred.
You are an experienced contract drafting assistant. Draft a first-draft independent consulting agreement between consultant [CONSULTANT] and company [COMPANY] for [SERVICES], governed by [JURISDICTION]. Include compensation of [COMPENSATION], an independent-contractor status clause, confidentiality, work-product and IP assignment, a [TERM AND TERMINATION] provision, and an expenses clause. Make clear the consultant is not an employee and controls the means of performing the work. Use numbered sections and defined terms. After the draft, list assumptions you made and flag any clause that turns on misclassification risk. Close by recommending a qualified attorney review it, as this is a drafting aid, not legal advice.
What you can expect back
INDEPENDENT CONSULTING AGREEMENT 1. Services. Consultant provides brand strategy and design consulting as described in exhibits. 2. Independent Contractor. Consultant is an independent contractor, not an employee, and controls the manner and means of performing the Services. No benefits or tax withholding apply. 3. Compensation. $150 per hour, invoiced monthly, payable net 15. 4. Confidentiality. Consultant protects Company confidential information. 5. Work Product; IP. Deliverables created for Company are assigned to Company on payment; Consultant retains pre-existing tools. 6. Term; Termination. Six-month term; either party may terminate on 14 days notice. 7. Expenses. Pre-approved expenses reimbursed at cost. Assumptions: California law; no non-compete (limited in CA). Misclassification risk: status clause alone is not decisive. Drafting aid, not legal advice; have an attorney review.
Illustrative example — your results will vary by tool and inputs.
Get sharper results
- 01Behavior, not labels, drives classification; make sure the actual working relationship matches the independent-contractor clause.
- 02Confirm the IP assignment language is broad enough to cover everything you expect to own, and survives termination.
- 03In some jurisdictions non-competes for contractors are restricted; do not assume one is enforceable.
- 04Because misclassification carries tax and liability exposure, have a qualified attorney review the draft before either party signs.
Adapt it for your case
Replace hourly pay with an equity or advisory-share arrangement and ask the model to flag the added complexity.
Switch compensation to a fixed project fee tied to deliverables instead of hourly billing.
Request a narrow non-solicitation clause and an explanation of how it differs from a non-compete.
Common questions
Is this legal advice?
No. It is a drafting aid. Worker classification and IP rules vary by jurisdiction and carry tax consequences, so a qualified attorney should review before use.
Does the status clause guarantee contractor treatment?
No. Classification depends on the real working relationship, not just the wording. The prompt flags this so you address it properly.
Will it own my pre-existing tools?
The default draft assigns only work created for the company and lets the consultant retain pre-existing IP, but confirm that wording with counsel for your situation.
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