A template agreement under which an advisor provides advisory/consulting services to the founders of a company, often in return for a small equity stake or share options, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Advisors are usually independent contractors, not employees, keep the working arrangements consistent with that, and consider tax status (including IR35 where the advisor uses a personal company). - If the advisor is being granted equity or share options, that needs separate, properly documented option/share paperwork and tax advice, clause 4 just records the principle. - Have a solicitor review before use, especially the equity and IP terms.
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THIS FOUNDER ADVISOR AGREEMENT is made on [DATE]
BETWEEN (1) [COMPANY NAME] (company no. [NUMBER]) [and its founders] (the "Company"); and (2) [ADVISOR NAME] of [ADDRESS] (the "Advisor").
Agreed terms
1. Services. The Advisor will provide advisory and mentoring services to the Company's founders in relation to [AREAS, e.g. strategy, product, fundraising, introductions] (the "Services"), as reasonably requested.
2. Time commitment. The Advisor will make themselves reasonably available, expected to be around [NUMBER] hours per [month], including [calls/meetings]. This is not a full-time role.
3. Standard. The Advisor will provide the Services with reasonable care and skill and in good faith.
4. Compensation. [Choose: a fee of £[AMOUNT] per [month] / the grant of [NUMBER] share options (or [PERCENTAGE]% equity) vesting over [PERIOD], subject to separate option/share documentation and any board/member approvals / a combination]. Any equity is documented separately.
5. Independent contractor. The Advisor is an independent contractor, not an employee, worker or partner, and is responsible for their own tax and National Insurance.
6. Confidentiality. The Advisor will keep the Company's confidential information secret and use it only for the Services, during and after this Agreement.
7. Intellectual property. Any intellectual property the Advisor creates specifically for the Company in providing the Services is assigned to the Company on creation, and the Advisor will sign any document needed to confirm this. The Advisor's pre-existing know-how remains theirs.
8. No conflict. The Advisor will disclose any material conflict of interest and may advise other businesses, provided they are not directly competing with the Company [or as agreed].
9. Term and termination. This Agreement runs from [DATE] and may be ended by either party on [NUMBER] days' notice, or immediately for material breach. Vesting of any equity stops on termination, as set out in the option/share documents.
10. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [COMPANY NAME]: __________________ Date: [DATE]
Signed by [ADVISOR NAME]: __________________ Date: [DATE]
--- This template is a starting point and not legal or tax advice. Equity/option grants need separate documentation and tax advice, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.