Can you review my consulting contract?

Lexi, Chatbot

What type of contract is it?

Lexi, Chatbot

Any specific clauses you’re worried about?

Lexi, Chatbot

Anything else the lawyer should know?

TJ, Esq.

Hi! I’m TJ, an attorney. I can review it and flag issues.

TJ, Esq.

Thanks—I've read it. You’re right to be cautious; it’s quite one-sided in favor of the company. Key flags:

• IP Assignment (Sec. 5.1 & 5.2): Very broad “all Innovations” assignment + waiver of moral rights; could capture anything you create or even conceive while engaged, not just project-specific work.
• Prior Inventions (Sec. 5.5): If you use any pre-existing materials, they get a perpetual, worldwide, royalty-free license; company claims ownership of certain changes specific to them. Big risk for your slide decks/curriculum.
• Termination (Sec. 3): Either party may terminate on 30 days’ notice, but there’s a restriction on entering a new agreement for similar services for a year if you terminate. Also a “Legal Event” clause lets them end the deal if laws change and amendments aren’t reached—gives them an easy out.
• Compensation Controls (Sec. 2.3): They can withhold or reduce payment if they (unilaterally) decide it’s not “fair market value” or could violate law; they can demand refunds/set-offs.
• Indemnification (Sec. 9): Mutual on paper, but practically narrow for them; risk sits with you.
• Conflicts/Compliance (Sec. 6): Broad grounds for immediate termination if they believe a conflict exists.
• Control/Review (Sec. 1.2): They can require pre-review and add branding to your materials.

Suggested edits to negotiate:

1. Narrow IP: Limit assignment to deliverables created specifically for the company and expressly identified in a schedule; exclude general know-how and background IP.
2. Background IP License: If you use prior materials, grant only a limited, non-exclusive license for the specific engagement, non-transferable, internal use, no sublicensing, no derivatives, revocable on non-payment.
3. Presentation Materials: Keep your ownership; give them a time-limited, internal-use license; no public distribution without your consent.
4. Termination: Remove the 1-year restriction on re-engaging after you terminate. Add payment of earned fees/expenses through the effective date; add early termination fee if they terminate without cause within X days of a scheduled event.
5. Payments: Delete unilateral “FMV” reduction/refund; replace with “will comply with applicable law; disputes go to good-faith discussion, then mediation.” Net 30–45 days, not 60, and no set-off except for undisputed overpayments.
6. Indemnities: Make truly mutual—each party indemnifies for its negligence/willful misconduct and IP infringement of its materials.
7. Confidentiality: Add mutuality and carve-outs for your residual knowledge; allow keeping one archival copy for compliance.
8. Governing Law/Venue: If possible, move from IL/Cook County to your home state or make it silent with JAMS/AAA arbitration in your state.
9. Marketing/Use of Name: Require your prior written consent to use your name, likeness, or logo.
10. Non-exclusivity/Conflicts: Clarify you can work with others; conflicts defined objectively, not in their “sole discretion.”

Bottom line: as written, it could capture your existing content and future ideas and lets them exit/pay less on their terms. Worth negotiating the above; if they won’t budge, weigh the fee vs. long-term IP/control risk.

TJ, Esq.

You’re very welcome—happy to help!