ADVISOR AGREEMENT

BETWEEN:

OF THE FIRST PART:

[NAME OF THE COMPANY], a French [form of the Company] with a capital of EUR [share capital amount], having its registered office located at [registered office address], registered with the [RCS location] Trade and Companies Register under number [RCS number], represented by [name of the legal representative], duly authorized for the purposes hereof,

Hereinafter referred to as the “Company”;

AND:

OF THE SECOND PART:

[If the Advisor is a natural person]

[NAME OF THE ADVISOR], born on [date of birth] in [place of birth], of [nationality] nationality, residing [postal address],

or [if the Advisor is a company]

[NAME OF THE COMPANY], a [form of the Company] with a capital of EUR [share capital amount], having its registered office located at [registered office address], registered with the [RCS location] Trade and Companies Register under number [RCS number], represented by [name of the legal representative], duly authorized for the purposes hereof,

Hereinafter referred to as the “Advisor”;

The Company and the Advisor being hereinafter referred to collectively as the “Parties” and individually as a “Party”.

WHEREAS:

The Company is a company whose main activity is [description of the Company’s activity].

The Advisor is [description of the Advisor’s domain of expertise].

The Advisor has agreed to act as [a mentor] / [and] [an advisor] for the benefit of the Company and provide advice and assistance to the Company, from time to time, as further described in Schedule 1 attached hereto, pursuant to the terms and conditions of this agreement (the "Agreement").

PURPOSE

Under this Agreement, the Advisor accepts the mission described in Schedule 1 (the “Mission”), on the terms and conditions set out below.

MISSION

The Advisor shall carry out the Mission for the duration of the Agreement, as defined in article 8 of the Agreement, it being specified that the Advisor shall be completely autonomous throughout the Mission, without receiving any instructions from the Company in this regard.

COMPENSATION

The Advisor shall not be entitled to receive cash compensation for the Mission.

[In the event of a cash compensation, we would recommend using another template, such as services agreement template or consultancy agreement template]

All expenses that may be incurred by the Advisor in connection with the Mission (including but not limited to travel fares, cab fares, mileage allowances, fuel, parking expenses, meal expenses, lodging expenses, etc.) shall be borne by the Company when duly justified by supporting documents. The Advisor undertakes to obtain prior approval from the Company for any expenses exceeding [threshold to be specified: [amount in letters] euros (EUR [amount in numbers]).

OPTION SCHEME [In case of allocation of options]

In the context of the Mission, the Advisor has shown interest to acquire equity of the Company and the President of the Company has agreed to entitle the Advisor to subscribe shares of the Company through the issuance of options, granting the Advisor the right to subscribe shares of the Company, pursuant to the following conditions (the “Option Scheme”):

[number of options granted] options, in the form of [autonomous warrants (French BSA)] [other type of warrants to be specified] representing, on the date hereof [percentage]% of the share capital of the Company on a fully diluted basis, shall be issued to the benefit of the Advisor (the “Options”),

the Options shall entitle the Advisor to acquire, at a purchase price equal to the fair market value of the Company’s shares on the date hereof, an equivalent number of new ordinary shares of the Company,

the exercise of the Options shall be subject to a [[*]-year] vesting period, it being specified that in case of termination of the Agreement, at the Advisor’s initiative, or in the event that the Advisor would cease to carry out the Mission for more than [three] consecutive months, the Options shall become null and void.

The Company undertakes to seek the necessary approval of its competent bodies (board, if any, and/or shareholders’ general assembly) to materialize the issuance of the Option Scheme within [90] days from the date of this Agreement.

The Advisor undertakes to adhere unconditionally to the existing shareholders’ agreement of the Company or, if any, to the simplified shareholders’ agreement (or contractual undertaking), at the latest, concomitantly with the subscription of the Options.

INDEPENDENCE OF THE PARTIES

The Mission shall be carried out by the Advisor in a totally independent manner.

The Agreement does not create any subordination between the Company and the Advisor and does not constitute in any way an employment contract, a partnership contract or a commercial agent contract.

Furthermore, the Advisor does not have, by virtue of the Agreement, the power to contract on behalf of the Company, nor the power to bind it in any way whatsoever with regard to third parties.

CONFIDENTIALITY

"Confidential Information" means information (whether or not recorded in documentary form) relating to the business, products, affairs and finances of the Company and trade secrets including without limitation technical data and know-how relating to the business of the Company and any of its business contacts, marketing strategies, sales targets and statistics, market statistics and research reports or surveys, inventions, products, costs of products, product specifications, processes, prices, systems, current and planned technical infrastructure and platforms, future plans, projects, business development and planning, ideas, names and addresses of any clients, customers or agents of the Company.

The Advisor acknowledges that in the course of the Agreement [he/she/it] will have access to Confidential Information.

When Confidential Information is received by the Advisor, the latter shall procure that any person [he/she/it] might involve in the Mission, at any time, shall:

not disclose any Confidential Information in any way to any third party without the prior written consent of the Company, other than as may be required for the Mission (and then only with appropriate safeguards to preserve the confidentiality of such Confidential Information);

keep all Confidential Information secret and confidential at all times;

keep all Confidential Information received, any documents and any other matter or thing containing any Confidential Information at all times in a secure location;

not use any of the Confidential Information in any way for its benefit or for the benefit of any other person, either directly or indirectly, except for the sole purposes of the Mission;

not, without the prior written consent of the Company, make or have made any copies or articles duplicating or embodying all or any part of the Confidential Information in any form; and

return to the Company on demand and in any event upon the termination for any reason whatsoever of this Agreement, all documents and other articles containing Confidential Information and all copies thereof and, if requested by the Company, destroy any other articles and, if so required, promptly provide written confirmation that no copy or copies of the Confidential Information or any part of it remains in the power, possession, custody or control of the Advisor or any person to whom the Advisor shall have provided such Confidential Information.

This restriction does not apply to:

any use or disclosure authorized by the Company or required by law; or

any information which is already in, or comes into, the public domain otherwise than through unauthorized disclosure by the Advisor.

The confidentiality obligations contained in this article shall be binding on the Parties throughout the term of the Agreement and shall survive [two (2)] years after its termination for any reason [it might be useful to extend this duration in case of sensitive Confidential Information].

[The Parties agree that the Company shall have the right to disclose the Advisor’s status as an Advisor [or mentor], and to include the Advisor’s name, image and profile in various promotional materials, including, but not limited to the Company’s website [any other specific support]].

CONFLICT OF INTEREST

The Advisor represents that Advisor’s compliance with the terms of this Agreement and the Mission will not violate any duty that the Advisor may have towards any third party (such as a present or former employer). The Advisor agrees to promptly notify the Company in writing of any potential conflict that would arise, including the Advisor’s engagement to provide any mission or services to any competitor of the Company.

It is understood that in the event of an actual or potential conflict, the Company will review whether the Advisor’s other activities are consistent with the Advisor continuing to serve as an advisor to the Company.

The Advisor agrees not to use the funding, resources, facilities or time of any third party to carry out the Mission in a manner that would give any third-party rights to any intellectual property or other product of such work.

TERM AND TERMINATION

Term

This Agreement shall come into force upon signature and shall terminate at the end of an initial period of [duration in letter] ([duration in number]) year(s) (the “Term”). [the duration of the Agreement needs to be specified, otherwise the Agreement would be deemed to have been entered into for an indefinite period and it would be possible for each party to terminate it at any time, with reasonable notice]

[It may only be renewed by express written agreement of the Parties.] or [Beyond this Term, it will be renewed, by periods of [one (1)] month, by tacit renewal, unless expressly denounced by one of the Parties [one (1)] month before expiration].

Termination

In the event of non-performance by one of the Parties of its obligations under the Agreement, the non-defaulting Party may terminate the Agreement by simple formal notice to perform its contractual obligations, sent in accordance with article 10 of the Agreement to the defaulting Party, which has remained without effect for eight (8) calendar days.

The effective date of such termination shall be the date indicated in the notice or, failing that, the date on which the notice was sent.

NO ASSIGNMENT

The Agreement is entered into intuitu personae. The Advisor shall not assign all or part of the rights and obligations under the Agreement or entrust to a subcontractor the performance of all or part of the Mission without the prior written consent of the Company.

As an exception to the foregoing, the Agreement may be freely assigned to a company in which the Advisor holds at least 70% of the capital and is the sole legal representative.

NOTICES

All notices under the Agreement shall be made by registered letter with acknowledgment of receipt (in which case they shall be effective upon first presentation by mail), by personal delivery against receipt, or by electronic mail, subject to confirmation of receipt by the addressee within three (3) days.

Notices hereunder shall be addressed to the Parties as follows:

To the Company:

[company name]
[address]
For the attention of [legal representative]
[email address]

To the Advisor:

[Advisor name]
[address]
[email address]

or such other address that the Parties may communicate in accordance with this article.

APPLICABLE LAW AND JURISDICTION

The Agreement is governed by French law.

Any dispute arising from the conclusion, interpretation, performance or non-performance, or from the consequences, of the Agreement shall be subject to the jurisdiction of the courts within the jurisdiction of the [Paris] Court of Appeal.

CONTROLLING LANGUAGE

The Agreement is drafted in the English language, which shall be the controlling language, notwithstanding any translation into any other language. Any translation would be solely for informative purposes.

The Parties expressly acknowledge that they have read, understood and accepted all of the provisions of the Agreement drafted in the English language.

FINAL PROVISIONS

The provisions contained in the Agreement express the entire agreement between the Parties with respect to the Mission. They shall prevail over those contained in any document or communication, written or exchanged between the Parties, prior to the conclusion of the Agreement.

The Advisor agrees to perform the Agreement in good faith and with loyalty.

Failure to exercise in whole or in part any right under the Agreement shall not constitute a waiver of such right for the future or of any other right under the Agreement.

The invalidity of any one of the obligations resulting from this Agreement for any reason whatsoever shall not affect the validity of the other obligations resulting from this Agreement, whatever they may be.

All terms of this Agreement are binding. Any amendment to this Agreement shall be in writing and signed by the Parties.

In addition, the Parties hereby definitively waive the benefit of article 1195 of the French Civil Code.

Made in ________,

In two (2) original copies, on _______

SCHEDULE 1

Description of the Mission

[To be completed: description of the mission of the Advisor]

[Example of Mission:

Serve as a mentor / an expert advisor, including: [if an advisory board exists] [participate to the advisory board of the Company at least [on a quarterly] basis at such times and locations as the Company requests] / [in the absence of advisory board] [regularly meet with the Company’s management, employees, consultants and other advisory, as the case may be, at least [4] times a year],

[Review goals of the Company and help develop strategies to achieve them, provide advice regarding the Company’s business model, timely respond to e-mail, messages and/or phone calls],

[Facilitate introductions to potential partners, prospects or investors and other relevant contacts at such times and locations as the Company requests]; and

[Otherwise collaborate and be available to provide advice and assistance to the Company per mutual agreement].