ADVISOR AGREEMENT

ADVISOR AGREEMENT

This Advisor Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between:

Company:
[COMPANY NAME], a Delaware corporation
Address: [COMPANY ADDRESS]
Email: [COMPANY EMAIL]

(the "Company")

and

Advisor:
[ADVISOR NAME]
Address: [ADVISOR ADDRESS]
Email: [ADVISOR EMAIL]

(the "Advisor")

RECITALS

A. The Company desires to obtain the benefit of the Advisor's knowledge, experience, and contacts in connection with the Company's business.

B. The Advisor is willing to provide advisory services to the Company on the terms and conditions set forth herein.

C. In consideration of such services, the Company desires to grant the Advisor an equity interest in the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

ARTICLE 1 - ADVISORY SERVICES

1.1 Scope of Services

The Advisor agrees to provide advisory services to the Company in the following areas (the "Services"):

☐ Strategic planning and business development
☐ Introductions to potential customers, partners, or investors
☐ Technical or product guidance
☐ Industry expertise and market insights
☐ Recruiting and talent acquisition
☐ Fundraising strategy and investor relations
☐ Marketing and branding
☐ Other: [SPECIFY]

1.2 Time Commitment

The Advisor agrees to devote approximately [NUMBER] hours per month to the Company's affairs, including:

☐ Standard Advisor (1-2 hours/month): Periodic check-ins, email/phone availability
☐ Strategic Advisor (3-5 hours/month): Regular meetings, active introductions
☐ Expert Advisor (5-10 hours/month): Hands-on involvement in specific projects

1.3 Advisor Activities

The Advisor's activities may include, but are not limited to:

(a) Attending periodic meetings (in person or by phone/video) with Company management;
(b) Providing advice and recommendations on business strategy;
(c) Making introductions to potential customers, partners, investors, and employees;
(d) Reviewing and providing feedback on business plans, pitch decks, and other materials;
(e) Participating in advisory board meetings (if applicable);
(f) Such other activities as may be mutually agreed upon.

1.4 Independent Contractor Status

The Advisor is an independent contractor and not an employee, agent, or representative of the Company. The Advisor shall not have the authority to bind the Company or to make commitments on behalf of the Company without express written authorization.

1.5 No Conflicts

The Advisor represents that the performance of Services under this Agreement will not conflict with any obligations the Advisor has to third parties. The Advisor shall disclose to the Company any relationships with competitors or potential conflicts of interest.

ARTICLE 2 - COMPENSATION

2.1 Equity Compensation

In consideration of the Services, the Company shall grant the Advisor the right to purchase or receive shares of the Company's Common Stock as set forth below:

Type of Equity:
☐ Non-Qualified Stock Option (NSO)
☐ Restricted Stock Award (RSA)
☐ Restricted Stock Units (RSUs)

Number of Shares: [NUMBER] shares

Exercise Price (for Options): $[PRICE] per share (fair market value as of the date of grant)

Equity Percentage: Approximately [XX]% of the Company's fully-diluted capitalization

2.2 Vesting Schedule

The equity shall vest as follows:

☐ Standard Advisor Vesting (No Cliff):
- Monthly vesting over [24] months
- [1/24th] of the shares vest on each monthly anniversary of the Effective Date

☐ Modified Vesting (with Cliff):
- [25]% vests on the [6-month] anniversary of the Effective Date
- Remaining [75]% vests monthly over the following [18] months

☐ Milestone-Based Vesting:
- [PERCENTAGE]% vests upon achievement of [MILESTONE 1]
- [PERCENTAGE]% vests upon achievement of [MILESTONE 2]
- [PERCENTAGE]% vests upon achievement of [MILESTONE 3]

2.3 Acceleration

☐ No Acceleration: Vesting continues through any Change of Control or termination.

☐ Single-Trigger Acceleration: Upon a Change of Control, [50-100]% of unvested shares shall immediately vest.

☐ Double-Trigger Acceleration: Upon a Change of Control followed by termination of the Advisor's engagement within [12] months, [50-100]% of unvested shares shall immediately vest.

2.4 Stock Option Terms

If the equity grant is a stock option, the following terms shall apply:

(a) Option Agreement: The option shall be subject to the terms of the Company's equity incentive plan and a separate Stock Option Agreement.

(b) Exercise Period: The option shall be exercisable for [10] years from the date of grant, subject to earlier termination upon the Advisor's cessation of services.

(c) Post-Termination Exercise: Upon termination of this Agreement for any reason, the Advisor shall have [90 days / 1 year / other] to exercise any vested options.

(d) Early Exercise: ☐ Early exercise permitted ☐ Early exercise not permitted

2.5 Cash Compensation

☐ No Cash Compensation: The Advisor shall receive equity compensation only.

☐ Cash Compensation: The Advisor shall receive:
- Monthly retainer: $[AMOUNT]
- Per-meeting fee: $[AMOUNT]
- Success fees: [DESCRIBE]

2.6 Expense Reimbursement

The Company shall reimburse the Advisor for reasonable out-of-pocket expenses incurred in connection with the Services, provided that:
- (a) Expenses exceeding $[500] require prior approval;
- (b) The Advisor submits expense reports with supporting documentation.

2.7 Securities Law Matters

(a) The equity granted hereunder is intended to be exempt from registration under the Securities Act of 1933 pursuant to Rule 701 and/or Section 4(a)(2).

(b) The Advisor acknowledges that the shares may not be sold or transferred except in compliance with applicable securities laws.

(c) The Advisor represents that they are acquiring the equity for investment purposes only and not with a view to distribution.

ARTICLE 3 - CONFIDENTIALITY

3.1 Confidential Information

"Confidential Information" means any and all information disclosed by the Company to the Advisor, whether orally, in writing, or by any other means, including:

(a) Business plans, strategies, and financial information;
(b) Product plans, designs, and specifications;
(c) Customer and supplier lists and information;
(d) Technical data, trade secrets, and know-how;
(e) Marketing plans and pricing information;
(f) Personnel information;
(g) Any other information designated as confidential.

3.2 Obligations

The Advisor agrees:

(a) To hold all Confidential Information in strict confidence;
(b) Not to disclose Confidential Information to any third party without the Company's prior written consent;
(c) To use Confidential Information only for the purpose of providing the Services;
(d) To return or destroy all Confidential Information upon termination of this Agreement.

3.3 Exceptions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Advisor;
(b) Was in the Advisor's possession prior to disclosure by the Company;
(c) Is independently developed by the Advisor without use of Confidential Information;
(d) Is disclosed pursuant to a legal requirement, provided the Advisor gives prompt notice to the Company.

3.4 Duration

The confidentiality obligations shall survive termination of this Agreement for a period of [3-5] years.

ARTICLE 4 - INTELLECTUAL PROPERTY

4.1 Company Ownership

All inventions, ideas, improvements, discoveries, developments, and works of authorship (collectively, "Inventions") that the Advisor conceives, creates, or develops in connection with the Services shall be the sole and exclusive property of the Company.

4.2 Assignment

The Advisor hereby assigns to the Company all right, title, and interest in any Inventions, including all intellectual property rights therein.

4.3 Further Assurances

The Advisor agrees to execute any documents and take any actions necessary to perfect the Company's ownership of Inventions.

4.4 No Use of Third-Party IP

The Advisor shall not incorporate into any Inventions any intellectual property of a third party or of the Advisor (other than as licensed to the Company).

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES

5.1 Advisor Representations

The Advisor represents and warrants that:

(a) The Advisor has the right and authority to enter into this Agreement;
(b) The performance of Services will not breach any agreement with a third party;
(c) The Advisor will comply with all applicable laws in performing the Services;
(d) The Advisor has disclosed all potential conflicts of interest;
(e) The information provided to the Company is accurate and complete.

5.2 Company Representations

The Company represents and warrants that:

(a) The Company is duly organized and validly existing;
(b) The Company has the authority to enter into this Agreement;
(c) The equity grant has been duly authorized.

ARTICLE 6 - TERM AND TERMINATION

6.1 Term

This Agreement shall commence on the Effective Date and continue for a period of [24] months (the "Initial Term"), unless earlier terminated pursuant to this Article 6.

6.2 Renewal

This Agreement shall automatically renew for successive [12]-month periods unless either party provides written notice of non-renewal at least [30] days prior to the end of the then-current term.

6.3 Termination for Convenience

Either party may terminate this Agreement at any time for any reason upon [30] days' prior written notice.

6.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

(a) The other party materially breaches this Agreement and fails to cure such breach within [15] days after written notice;
(b) The other party engages in fraud, gross negligence, or willful misconduct;
(c) The other party becomes insolvent or files for bankruptcy.

6.5 Effect of Termination

Upon termination:

(a) Vesting of unvested equity shall cease as of the termination date;
(b) The Advisor shall be entitled to retain all vested equity, subject to the terms of any applicable equity agreements;
(c) The Advisor shall return all Company property and Confidential Information;
(d) The confidentiality and intellectual property provisions shall survive.

ARTICLE 7 - GENERAL PROVISIONS

7.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.

7.2 Amendments

This Agreement may be amended only by a written instrument signed by both parties.

7.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING STATE], without regard to conflict of laws principles.

7.4 Dispute Resolution

☐ Litigation: Any dispute shall be resolved in the state or federal courts of [STATE/COUNTY].

☐ Arbitration: Any dispute shall be resolved by binding arbitration administered by [AAA/JAMS] in [CITY, STATE].

7.5 Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

7.6 Notices

All notices shall be in writing and delivered personally, by email, by overnight courier, or by registered mail to the addresses set forth above.

7.7 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect.

7.8 Assignment

The Advisor may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement to a successor in connection with a merger, acquisition, or sale of assets.

7.9 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Advisor Agreement as of the Effective Date.

COMPANY:

[COMPANY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

Date: _________________________________

ADVISOR:

_________________________________

Name: [ADVISOR NAME]

Date: _________________________________

EXHIBIT A - EQUITY GRANT SUMMARY

EXHIBIT B - STANDARD ADVISOR MATRIX (FOUNDERSUITE/FAST)

Equity percentages are guidelines and subject to negotiation based on the advisor's experience, network, and expected contribution.

This Advisor Agreement establishes the terms for an advisor relationship with equity compensation. The equity grant is intended to be exempt from registration under the Securities Act of 1933 pursuant to Rule 701 and/or Section 4(a)(2). This document should be reviewed by qualified legal counsel before execution.