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A balanced, law-neutral advisor agreement for a cross-border startup or board advisor engaged as an independent contractor and paid in equity, a fee or both: services and time commitment, an optional share, option or phantom award under the company's own law with monthly vesting, cliff and optional acceleration, confidentiality, IP, compliance, withholding tax, liability and arbitration (English law and ICC arbitration in London by default).
International / Cross-Border
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This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Company] (the "Company") and [TO BE CONFIRMED — Advisor] (the "Advisor").
"Purpose" means [TO BE CONFIRMED — Purpose].
"Services" means [TO BE CONFIRMED — Services].
"Time Commitment" means up to 5 hours a month, at times agreed between the parties.
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"Initial Term" means 24 months.
"Term" means the period from the start of this agreement until it ends, including any continuation after the Initial Term.
"Fee" means [TO BE CONFIRMED — Fee].
"Payment Period" means 30 days after receipt of a valid undisputed invoice.
"Expense Policy" means reasonable, properly documented out-of-pocket expenses approved in writing by the Company in advance.
"Governing Law" means the laws of England and Wales.
"Arbitration Seat" means London, England.
"Arbitration Rules" means the ICC Arbitration Rules.
"Arbitration Language" means English.
Where a party is an individual, "it", "its" and "itself" refer to that individual; a reference to a party's officers, board, constitutional documents or being duly incorporated or organised applies only to a party that is a body corporate or other entity; and a reference to a party becoming insolvent includes, for an individual, being made bankrupt or becoming subject to any equivalent procedure in any jurisdiction.
The Company appoints the Advisor to provide the Services for the Purpose during the Term, and the Advisor accepts that appointment. The Advisor must perform the Services with reasonable skill, care, diligence and professional competence, comply with the Company's reasonable written directions that are consistent with this agreement, and provide progress information reasonably requested by the Company.
The Advisor has no authority to make commitments, incur liabilities, make representations, negotiate or enter into contracts on the Company's behalf unless the Company gives prior written authority for a particular act. The Advisor must not hold itself out as having that authority.
The Advisor must make itself reasonably available to provide the Services for the Time Commitment. The Advisor decides how, when and where it provides the Services, subject to reasonable coordination with the Company. Any work beyond the Time Commitment requires the parties' prior written agreement.
The Services do not include introducing or soliciting investors, negotiating or arranging any issue or sale of the Company's securities, promoting a market in them, or any other activity that requires a licence, authorisation or registration the Advisor does not hold. The Advisor must not carry on any of those activities for the Company unless the parties first agree separate written terms.
The Advisor acts as an independent contractor and not as the Company's employee, worker, partner, joint venturer, agent or fiduciary. The Advisor is responsible for the manner and means of performing the Services, subject to the agreed outcomes, and for its own personnel, taxes, social-security contributions, permits and insurance.
The engagement is non-exclusive. The Advisor confirms that entering into and performing this agreement does not breach any obligation it owes to another person. The Advisor may provide services to others, provided that doing so does not create a material conflict of interest, misuse the Company's Confidential Information or materially impair performance of the Services. The Advisor must promptly disclose any actual or reasonably foreseeable material conflict, and the parties must agree reasonable safeguards before the Advisor continues the affected work.
During the term of this agreement, the Company may name the Advisor as an advisor to the Company, and use the Advisor's name, title and a biography the Advisor has approved, on its website and in its investor, recruitment and marketing materials. The Advisor may withdraw this permission for future materials by written notice. When this agreement ends, the Company must stop presenting the Advisor as a current advisor within a reasonable time.
In consideration for the Services, the Company must pay the Fee against the Advisor's valid invoice. The Advisor may invoice in accordance with the agreed billing arrangement, and the Company must pay each undisputed invoice within the Payment Period. The Fee is exclusive of applicable indirect taxes, which the Company must pay on receipt of a valid tax invoice where law requires.
The Company must reimburse the Advisor for expenses incurred in accordance with the Expense Policy, following receipt of reasonable supporting evidence. The Advisor must seek approval before incurring any expense for which approval is required by the Expense Policy.
The Advisor is responsible for all taxes, duties, levies, social-security contributions and similar charges imposed on the Advisor in connection with its compensation under this agreement or its business. The Company may make deductions or withholdings required by law and must provide reasonable evidence of them. Each party must reasonably cooperate in seeking available treaty relief or other lawful reduction of a required withholding.
Subject to the approvals and formalities required by the Company's constitutional documents and the law of its place of incorporation, the Company must grant the Advisor an award equal to [TO BE CONFIRMED — Advisor equity (number or percentage of shares, and basis)] (the "Advisor Equity") under the Company's equity incentive plan or a separate award agreement, as share options, shares or, where the Advisor cannot lawfully or practically hold shares directly, a phantom award giving an equivalent economic interest, as the Company's board approves. The Company must seek those approvals within 30 days after the date of this agreement, and the award documents must reflect the vesting terms of the Equity Compensation clause. The award documents govern all other terms, including price, exercise, settlement, leaver treatment and transfer, and prevail over this clause if they conflict. No right to the Advisor Equity arises until the award is approved and the award documents are signed. The Advisor is responsible for any tax arising to it on the Advisor Equity and for complying with any securities or exchange-control rules of its own country.
The Advisor Equity vests in equal monthly instalments over 24 months starting on the date of this agreement (the "Vesting Start Date"). Each instalment vests on the same day of each following month or, if a month has no such day, on its last day. No Advisor Equity vests until 3 months after the Vesting Start Date, when every instalment that would otherwise have vested by then vests together. Instalments are rounded down to whole shares, with any remainder vesting in the final instalment. Vesting stops on the date the Advisor's engagement under this agreement ends for any reason, and no Advisor Equity vests after that date except under the acceleration terms of this agreement, if any.
If, within 12 months after a Change of Control, the Company or its successor ends the Advisor's engagement under this agreement other than for the Advisor's material breach, all unvested Advisor Equity vests in full immediately before that engagement ends. "Change of Control" means a transfer of shares or other transaction after which the persons who held the Company's shares immediately before it hold less than 50% of its shares or voting rights, or a sale of all or substantially all of the Company's business and assets, but not an internal reorganisation or a transaction made principally to raise finance. The Company must ensure the award documents reflect this clause.
The Advisor must keep confidential all non-public information relating to the Company, its affiliates, customers, suppliers, business, technology or affairs that the Advisor receives or accesses in connection with this agreement (Confidential Information). The Advisor may use Confidential Information only to perform the Services and may disclose it only to personnel who need it for that purpose and are bound by equivalent confidentiality obligations, or where disclosure is required by law after giving advance notice where lawful. This obligation does not apply to information the Advisor can show was lawfully public other than through breach, already known without confidentiality restriction, independently developed without use of Confidential Information, or lawfully received from a third party without restriction. On request or termination, the Advisor must promptly return or securely destroy Confidential Information, except for one archival copy kept solely for legal compliance. This clause survives termination. Nothing in this agreement prevents the Advisor from reporting suspected wrongdoing to a regulator or law enforcement body or making a disclosure that the law protects.
The Advisor retains ownership of materials, tools, methods, know-how and intellectual property owned or developed independently of this agreement (Background Materials). The Advisor assigns to the Company, with full title guarantee to the extent permitted by law, all intellectual-property rights in the specific reports, analyses and other deliverables created by the Advisor specifically for the Company in performing the Services (Deliverables), with effect on creation or, where a cash fee is payable for a Deliverable, on payment of that fee. To the extent any assignment is ineffective, the Advisor grants the Company a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free licence to use, reproduce, modify and exploit the Deliverables for the Company's business. The Advisor grants the Company a non-exclusive licence to use any Background Materials incorporated in a Deliverable to the extent necessary to use that Deliverable. The Advisor must execute documents reasonably required to give effect to this clause and, to the extent permitted by law, waives and agrees not to assert moral rights in the Deliverables.
Each party must comply with applicable data-protection law when processing personal data in connection with this agreement. Where the Advisor processes personal data on the Company's documented instructions as a processor, the parties must enter into the required processor terms before that processing begins. The Advisor must apply appropriate technical and organisational security measures, assist the Company reasonably with data-subject and compliance requests, notify the Company without undue delay after becoming aware of a personal-data breach, and not make an international transfer except as permitted by applicable data-protection law.
Each party must comply with applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions, export-control and trade-control laws in performing this agreement. The Advisor must not offer, promise, give, request or accept any improper advantage in connection with the Services and must not cause the Company to breach applicable sanctions or trade controls. The Advisor must promptly notify the Company of a suspected material breach of this clause.
Neither party is liable to the other for indirect, special or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings. Each party's aggregate liability arising out of or in connection with this agreement is limited to the greater of USD 10,000 and the total fees paid or payable to the Advisor under this agreement in the 12 months before the event giving rise to liability. Nothing limits liability that cannot lawfully be limited, including liability for fraud or fraudulent misrepresentation, or either party's liability for breach of the Confidentiality clause, infringement or misuse of the other party's intellectual-property rights, or the Company's obligation to pay any fees properly due.
This agreement starts on the agreement date and continues for the Initial Term and afterwards until terminated. Either party may terminate this agreement for convenience by giving the other party written notice of at least 30 days. Either party may terminate immediately by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice requiring remedy, or becomes insolvent or unable to pay its debts when due. Termination does not affect accrued rights, and vesting of any Advisor Equity stops as the Equity Compensation clause provides. The Company must pay the Advisor any undisputed fees for Services properly performed and approved expenses properly incurred up to the termination date.
If the Advisor is an individual, this agreement ends automatically on the Advisor's death, and the Company may terminate it immediately by written notice if the Advisor is unable through illness, injury or incapacity to provide the Services for more than 60 consecutive days.
The Interpretation, Taxes, Confidentiality, Intellectual Property, Liability, Notices, General and Governing Law and Disputes clauses continue after this agreement ends, as do the Company's obligation to pay fees and expenses accrued before it ends and, where this agreement includes them, the Equity Compensation clause as it applies to equity that vested before it ends and the Data Protection clause as it applies to personal data the Advisor still holds, together with any other provision intended by its nature to continue.
A notice under this agreement must be in writing and delivered by hand, reputable international courier or email to the recipient's notice address. The Company's notice address is [TO BE CONFIRMED — Company notice address]. The Advisor's notice address is [TO BE CONFIRMED — Advisor notice address]. A notice is deemed received when delivered by hand, on recorded delivery by courier, or when an email is sent without an automated failure notice, provided that an email sent outside normal business hours at the recipient's location is deemed received at the start of the next business day. Either party may change its notice address by notice under this clause.
The Advisor may not assign, transfer, subcontract or otherwise deal with any right or obligation under this agreement without the Company's prior written consent, except that the Advisor may use suitably qualified personnel while remaining responsible for their acts and omissions. The Company may assign this agreement to an affiliate or in connection with a merger, reorganisation or transfer of all or substantially all of the business to which this agreement relates, on written notice to the Advisor.
This agreement is the entire agreement between the parties concerning its subject matter and supersedes prior discussions and arrangements on that subject. A variation is effective only if in writing and agreed by both parties. A waiver is effective only if in writing and is not a waiver of any later breach. If a provision is invalid or unenforceable, it must be modified to the minimum extent necessary or, if that is not possible, severed; the remainder continues in effect. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations. No person other than a party may enforce this agreement except where applicable law gives that person a non-excludable right.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the Governing Law. The parties must first attempt in good faith to resolve a dispute through senior representatives. If the dispute is not resolved within 30 days after written notice of it, it must be finally resolved by arbitration under the Arbitration Rules. The tribunal consists of one arbitrator. The Arbitration Seat is the legal place of arbitration, and the arbitration must be conducted in the Arbitration Language. Nothing prevents either party from seeking urgent interim or conservatory relief from a court of competent jurisdiction.