Advisor Agreement with Equity Compensation

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 [STATE OF INCORPORATION] 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 or commercial partners
☐ Technical or product guidance
☐ Industry expertise and market insights
☐ Recruiting and talent acquisition
☐ Internal financing strategy that does not involve soliciting investors, negotiating securities transactions, or receiving transaction-based compensation
☐ 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, commercial partners, and prospective 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 parties intend an independent-contractor relationship. The Advisor is not authorized to bind the Company or make commitments on its behalf without express written authorization. The label in this Agreement does not control worker classification; classification depends on applicable law and the parties' actual relationship. The Company will report payments and withhold taxes if required by law, and the Advisor is otherwise responsible for the Advisor's taxes, insurance, licenses, and business expenses.

1.5 Excluded Securities Activities

Unless the Advisor is properly registered as a broker-dealer or associated person, or securities counsel documents an applicable exception or exemption, the Advisor shall not:

(a) solicit or recommend an investment in Company securities;
(b) negotiate securities terms or participate in execution of a securities transaction;
(c) handle investor funds or securities;
(d) receive compensation based on the success or size of a financing or securities transaction; or
(e) directly or indirectly promote or maintain a market for Company securities.

The parties acknowledge that finding investors, participating in solicitation or negotiation, and receiving transaction-based compensation are broker-status indicators identified by the U.S. Securities and Exchange Commission. Exchange Act § 15(a), 15 U.S.C. § 78o(a).

1.6 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

Subject to approval by the Company's board of directors or a properly authorized delegate, the applicable equity plan, a separate award or purchase agreement, applicable securities law, and the Company's capitalization, the Company intends to grant the Advisor the equity identified below. This Agreement does not itself issue stock or grant an option or RSU.

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, which may not be less than fair market value on the actual grant date if the option is intended to be exempt from Internal Revenue Code § 409A under Treasury Regulation § 1.409A-1(b)(5)

Equity Percentage: Approximately [XX]% of the Company's fully diluted capitalization as of [MEASUREMENT DATE], for illustration only. The approved number of shares controls, and later issuances may dilute the percentage.

2.2 Vesting Schedule

The separate award agreement shall state the approved vesting schedule. Select one proposed schedule for board consideration:

☐ 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.

“Change of Control” must be defined in the approved equity plan or award agreement. If it is not defined there, no acceleration provision should be selected here.

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) Nonqualified Option: An advisor who is not an employee is not eligible for an incentive stock option under Internal Revenue Code § 422. Any advisor option must be documented as a nonstatutory or nonqualified stock option.

(c) Exercise Period: The option shall be exercisable for [NUMBER] years from the actual grant date, subject to the equity plan and earlier termination under the award agreement.

(d) Post-Termination Exercise: Upon cessation of Services, the Advisor shall have [90 days / 1 year / other] to exercise vested options, but never beyond the option's stated expiration date and always subject to the plan and award agreement.

(e) Early Exercise: ☐ Early exercise permitted under the award agreement ☐ 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]

No cash or equity compensation will be calculated by reference to the amount raised, securities sold, transaction value, or financing success unless registered securities counsel confirms in writing that the arrangement complies with broker-dealer law.

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) Before the offer or grant, the Company shall identify, document, and comply with one or more available federal and state securities-law exemptions. Rule 701 and Securities Act § 4(a)(2) are distinct grounds with different conditions; neither applies automatically merely because equity compensates Services.

(b) Rule 701 conditions. If the Company relies on Rule 701, the Company must not be an Exchange Act reporting company, the Advisor must be a natural person providing bona fide services, and the Services must not be connected with a capital-raising securities transaction or directly or indirectly promote or maintain a market for Company securities. The Company must apply Rule 701's 12-month amount limits and disclosure requirements. If sales exceed $10 million in a consecutive 12-month period, additional disclosures are required. 17 C.F.R. § 230.701.

(c) Section 4(a)(2). If the Company relies on Securities Act § 4(a)(2), securities counsel shall determine and document that the transaction does not involve a public offering and shall prepare any necessary investment, information-access, sophistication, transfer-restriction, and state-law documents.

(d) Securities issued under Rule 701 are restricted securities. Any resale or transfer must be registered or qualify for an exemption and must comply with the equity plan, award documents, the Company's governing documents, and applicable law.

(e) The Company shall deliver the plan or written compensation contract and any disclosures required by Rule 701 a reasonable time before the applicable sale, exercise, conversion, or irrevocable deferral election.

2.8 Corporate and Tax Approval

(a) The equity grant is not effective until the board of directors or a properly authorized delegate approves the recipient, award type, number of shares, grant date, vesting, exercise price, and other material terms. For a Delaware corporation, see 8 Del. C. §§ 152 and 157.

(b) The Advisor shall receive the equity plan and separate award or stock-purchase agreement. If those documents conflict with this Agreement on equity terms, the approved plan and award documents control.

(c) Restricted stock and stock acquired through early exercise may permit an election under Internal Revenue Code § 83(b). The election generally must be filed with the IRS no later than 30 days after the property transfer. The Company does not make the election for the Advisor. The Advisor should obtain individual tax advice and use current IRS instructions, including Form 15620 where appropriate.

(d) RSUs, discounted options, extensions, substitutions, and other deferred-compensation features require separate review under Internal Revenue Code § 409A. No provision of this Agreement changes an approved award without written corporate and tax review.

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 to the extent notice is legally permitted and the disclosure is not a protected report described in Section 3.5.

3.4 Duration

For Confidential Information that is not a trade secret, the obligations in this Article survive for [NUMBER] years after termination. For information qualifying as a trade secret under applicable law, the obligations continue while the information remains a trade secret, subject to the immunity notice below and other applicable law.

3.5 Protected Disclosures and Federal Trade-Secret Immunity Notice

Nothing in this Agreement prohibits or restricts the Advisor from reporting a suspected violation of law to a government agency or official, communicating with an attorney about such a report, making disclosures protected by law, or participating in a government investigation. The Advisor does not need the Company's authorization to make a protected report and need not notify the Company.

Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or (ii) in a complaint or other filing made under seal. An individual suing for retaliation may disclose the trade secret to the individual's attorney and use it in the proceeding if any filing containing the trade secret is made under seal and disclosure occurs only under court order.

ARTICLE 4 - INTELLECTUAL PROPERTY

4.1 Work Product

"Work Product" means inventions, discoveries, designs, software, documentation, reports, works of authorship, and other deliverables first conceived, created, or developed by the Advisor specifically in performing the Services, excluding Prior Materials identified in Exhibit C and any invention that applicable state law prohibits the Company from requiring the Advisor to assign.

4.2 Assignment

To the extent any copyrightable Work Product qualifies as a work made for hire under 17 U.S.C. §§ 101 and 201, the parties agree it is a work made for hire for the Company. Because commissioned works by independent contractors qualify only in limited statutory categories, the Advisor also hereby assigns to the Company all right, title, and interest in the Work Product and all associated intellectual-property rights, subject to nonwaivable law and the stated exclusions.

4.3 Further Assurances

The Advisor agrees to execute reasonably requested documents and take reasonable actions necessary to evidence, perfect, register, or enforce the Company's ownership of Work Product. The Company shall reimburse reasonable out-of-pocket costs for assistance requested after termination.

4.4 No Use of Third-Party IP

The Advisor shall not incorporate third-party material or Prior Materials into Work Product without the Company's prior written approval and a written license sufficient for the Company's intended use. If approved Prior Materials are incorporated, the Advisor grants the Company a perpetual, worldwide, irrevocable, transferable, sublicensable, fully paid license to use, reproduce, modify, distribute, display, perform, make, have made, sell, offer for sale, import, and otherwise exploit those Prior Materials as part of or in connection with the Work Product.

4.5 State-Law Savings Clause

This Article does not require assignment of an invention that applicable state law excludes from assignment. Insert any notice or statutory text required by the law governing the Advisor's services or residence: [________________________________].

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) Any equity grant will become effective only after the corporate approvals and separate documents required by Section 2.8.

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, together with any approved equity plan and separate award or purchase agreement, constitutes the parties' agreement concerning the Services and proposed compensation. If an approved equity document conflicts with this Agreement on equity terms, the approved equity document controls. This Agreement supersedes prior negotiations and representations concerning the Services, but does not itself amend a corporate plan or award.

7.2 Amendments

This Agreement may be amended only by a written instrument signed by both parties. Any amendment affecting equity remains subject to the corporate, securities, and tax approvals required by Section 2.8.

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 [STATE COURT AND COUNTY] or the United States District Court for the [DISTRICT].

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

The selected dispute clause must be completed with governing rules, number and selection of arbitrators, seat, allocation of fees, available relief, court enforcement, and any required state or federal notices. Do not select both options.

7.5 Waiver of Jury Trial

☐ Jury-waiver option, use only after governing-law review: EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN A 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 and by an electronic signature adopted with intent to sign. Under 15 U.S.C. § 7001, a contract in or affecting interstate commerce generally may not be denied legal effect solely because an electronic signature or record was used, subject to statutory exceptions and applicable state law.

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 - COMPENSATION NEGOTIATION WORKSHEET

This worksheet is not a market-standard schedule, board approval, securities-law analysis, valuation, or tax determination.

EXHIBIT C - PRIOR MATERIALS AND EXCLUDED INVENTIONS

List all pre-existing code, content, inventions, tools, data, methods, and other materials the Advisor may use or that are excluded from assignment. If none, write “None.”

[________________________________]

Sources and References

• eCFR — 17 C.F.R. § 230.701
• SEC — Employee Benefit Plans / Rule 701
• U.S. Code — Securities Act § 4(a)(2), 15 U.S.C. § 77d
• SEC — Broker-Dealers
• U.S. Code — Exchange Act § 15(a), 15 U.S.C. § 78o
• eCFR — Treasury Regulation § 1.409A-1
• U.S. Code — Internal Revenue Code § 83
• IRS — Form 15620, Section 83(b) Election
• U.S. Code — Internal Revenue Code § 422
• U.S. Code — 18 U.S.C. § 1833
• U.S. Copyright Office — Circular 30, Works Made for Hire
• Delaware Code — 8 Del. C. §§ 152 and 157
• U.S. Code — E-SIGN Act, 15 U.S.C. § 7001

This Advisor Agreement establishes service terms and a proposed equity-compensation framework. It does not itself approve, issue, or grant equity. Qualified corporate, securities, tax, employment, and intellectual-property counsel should review the relationship and all separate grant documents before execution or issuance.