Advisor Agreement

Effective date: [Date]

This Advisor Agreement (the “Agreement”) is entered into by and between [Company legal name], a [jurisdiction and entity type] with its principal office at [address] (“Company”), and [Advisor full legal name], of [address] (“Advisor”).

1. Appointment and Purpose

Company appoints Advisor to provide strategic advice concerning [Advisor expertise and permitted introduction scope]. Advisor accepts the appointment on the terms below. The parties acknowledge that the engagement is advisory only and does not guarantee financing, introductions, revenue, regulatory approval, or any other business result.

2. Advisory Services

Advisor will:

• advise on [strategy, product, fundraising, hiring, partnerships, or another defined area];
• attend [meeting cadence] with [Company contact or team];
• review [named materials or decisions];
• make introductions only when Advisor considers them appropriate and has permission from the relevant contact; and
• provide [Deliverable or milestone tied to compensation] by [date or cadence].

Services outside this scope require written agreement by both parties.

3. Time Commitment and Working Cadence

Advisor will make available up to [Maximum advisory hours per month or quarter]. The parties expect [Meeting cadence and response-time expectation]. Company’s primary contact is [name and role].

The parties will review the engagement against these editable measures:

Metrics guide the working relationship; they are not guarantees of commercial results.

4. Company Responsibilities and Access

Company will provide timely background information, reasonable access to relevant personnel, and decisions required for Advisor’s work. Company remains solely responsible for business, legal, financial, employment, securities, and operational decisions. Access to systems or personal data must be limited to what is necessary and may be withdrawn at any time.

5. Compensation

Select and complete the applicable compensation structure; delete unused alternatives.

Cash fees

Company will pay Advisor [amount and currency] per [month, meeting, milestone, or other basis]. Approved invoices are due within [number] days. Company will reimburse only reasonable expenses approved in writing before they are incurred.

Equity award

Subject to approval by Company’s board or other authorized body, Company will recommend [Equity award type, class, amount, and approval status], representing approximately [percentage] of Company’s fully diluted capitalization as of [measurement date].

The award is expected to vest according to [Vesting schedule, commencement date, and continued-service condition], subject to Advisor’s continued service. Vesting stops when this Agreement terminates unless the applicable equity plan and signed grant documents expressly provide otherwise. The equity plan and grant documents control if they conflict with this Agreement.

Advisor is responsible for obtaining independent tax advice and for taxes arising from fees or equity.

6. Fundraising and Securities Activities

Unless a separate written arrangement approved by qualified securities counsel expressly permits otherwise, Advisor is not engaged as a broker, dealer, finder, placement agent, or investment adviser; will not solicit, recommend, negotiate, or execute securities transactions; and will not receive compensation that is contingent on an investment, financing amount, transaction closing, or securities sale. Any fundraising-related introduction is discretionary, must comply with applicable law, and does not authorize Advisor to communicate offering terms or bind Company.

7. Independent Contractor; No Authority

Advisor is an independent contractor and not an employee, worker, agent, partner, joint venturer, officer, or director of Company solely because of this Agreement. Advisor is not eligible for employee benefits and is responsible for applicable taxes and insurance. Advisor may not bind Company, sign on its behalf, make commitments for it, or represent that Advisor has such authority.

8. Confidentiality

“Confidential Information” means non-public information disclosed by or on behalf of Company, including business plans, product plans, financial information, customer information, security information, source materials, and the terms of any unannounced transaction.

Advisor will use Confidential Information only to perform the Services, protect it with reasonable care, and disclose it only to persons authorized in writing by Company who are bound by appropriate confidentiality duties. These obligations continue for [Confidentiality period after termination]. They do not apply to information Advisor can document was lawfully known without restriction, independently developed without use of Confidential Information, publicly available through no breach, or lawfully received from a third party.

If disclosure is legally required, Advisor will, where legally permitted, give Company prompt notice and disclose only what is required.

9. Intellectual Property and Pre-existing Materials

Advisor retains ownership of materials, tools, methods, and know-how created before the engagement or developed independently without Company Confidential Information (“Advisor Materials”). Advisor must identify Advisor Materials incorporated into a deliverable.

To the extent permitted by law, work product created specifically for Company under an agreed deliverable will be [assigned to Company or licensed on stated terms]. Advisor grants Company a [scope, territory, duration, and sublicensing rights] license to any Advisor Materials embedded in that work product as necessary for Company to use it.

General ideas and feedback may be used by Company without restriction only to the extent they do not disclose Advisor’s third-party confidential information or transfer ownership of Advisor Materials.

10. Conflicts of Interest and Other Engagements

Advisor may advise other organizations, including organizations in related markets, provided that doing so does not breach this Agreement. Advisor will promptly disclose any actual or reasonably apparent conflict involving [Actual or potential conflicts requiring disclosure]. Company may restrict Advisor’s access to affected information or require a written conflict-management plan.

Advisor will not bring to Company, request Company to use, or disclose confidential information belonging to another person or organization.

11. Representations and Compliance

Each party represents that it has authority to enter into this Agreement. Advisor represents that performing the Services will not violate another agreement or legal obligation. Advisor will comply with applicable anti-bribery, sanctions, privacy, securities, and data-security requirements relevant to the Services, as well as reasonable written Company access and security policies provided in advance.

12. Publicity and Use of Name

Neither party may use the other party’s name, trademarks, biography, image, or the existence of the engagement in public materials without prior written approval, except where disclosure is legally required. Any approved description must follow the scope and duration of that approval.

13. Term and Termination

This Agreement starts on the Effective Date and continues until [end date or ongoing term]. Either party may terminate it without cause on [Without-cause notice period] days’ written notice. Either party may terminate immediately for an uncured material breach after [Material-breach cure period] days’ written notice, or immediately where the breach cannot reasonably be cured, including serious misconduct, unauthorized disclosure, fraud, or an unmanaged conflict of interest.

14. Effect of Termination

On termination:

• Advisor will stop representing an association with Company and return or securely destroy Company Confidential Information on request;
• Company will pay undisputed accrued cash fees and approved expenses through the termination date;
• equity vesting will stop; [Treatment of vested and unvested awards on termination], subject to the applicable equity plan and grant documents;
• system and data access will end promptly; and
• provisions concerning confidentiality, intellectual property, accrued payment rights, liability, disputes, and general terms will survive to the extent their nature requires.

15. Liability and Equitable Relief

[State the negotiated liability cap, excluded damages, indemnities, and any exceptions.] The parties acknowledge that unauthorized use or disclosure of Confidential Information or intellectual property may cause harm not adequately remedied by damages, so an affected party may seek appropriate equitable relief where permitted by law.

16. Notices

Formal notices must be in writing and delivered to the addresses or email contacts below. A notice is effective [on receipt or according to the agreed delivery rule].

17. General Terms

Neither party may assign this Agreement without the other party’s prior written consent, except [permitted corporate assignment, if any]. This Agreement is the entire agreement concerning its subject and replaces prior discussions. Amendments and waivers must be in writing and signed by both parties. If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions continue. This Agreement may be signed in counterparts and electronically.

18. Governing Law and Disputes

This Agreement is governed by the laws of [jurisdiction], without regard to conflict-of-law rules. The parties will first escalate a dispute to [named roles] for good-faith discussion. Unresolved disputes will be decided by [courts and venue, arbitration forum, or other agreed process].

Signatures

Company

[Company legal name]
By: __________________________
Name: [Authorized signatory]
Title: [Title]
Date: [Date]

Advisor

Signature: ____________________
Name: [Advisor full legal name]
Date: [Date]

Legal notice: This editable working draft is not legal advice. Have qualified counsel review it for your jurisdiction, equity plan, tax position, and company approvals.