Advisor Agreement (Portugal) by Seedsummit

ADVISOR AGREEMENT

In [execution place], on [effective date].

PARTIES

Between,

[company name], incorporated under the [company jurisdiction] law, with registered office at [company address], registered with the Tax Authorities and the Commercial Registry Office of [company commercial registry office] under the number [company registration number], herein represented by [representative name], in his/her capacity as [representative title], hereinafter referred to as the “Company”.

and

[advisor name], bearer of the citizen card/passport number [advisor passport number] valid until [advisor id expiry date] issued by [advisor id issuer], taxpayer number [advisor tax number], with address at [advisor address], hereinafter referred to as the “Advisor”.

The signers of this Advisor Agreement (the “Agreement”) are collectively referred to as the “Parties” and/or each of them individually as the “Party”.

RECITALS

Whereas:

The Company is [company purpose].

The Advisor is [advisor expertise].

CLAUSES

The Parties hereby agree as follows:

Starting Date and Term

The starting date of this Agreement shall be on the [start date] and terminate on the [end date] (the “Term”).

Services

During the term of this Agreement, Advisor agrees to perform and provide advice and assistance to the Company from time to time as further described on this Schedule A attached hereto or as otherwise mutually agreed to by the parties (the “Services”).

Compensation

For the provision of Services, the Company shall grant the Advisor with equity compensation as set out on the Signature Page to this Founder Advisor Agreement.

Compensation and Expenses

4.1 For the services provided under the terms of Clause 1, the Advisor shall receive a daily or hourly fee of EUR [fee], with VAT but no more than EUR [maximum fee] with VAT per month, expenses included or excluded.

4.2 The Advisor will issue monthly invoices. The payment of such invoices shall be due within [billing period] after receipt of an adequate invoice by the Company.

4.3 Payment shall be made by money transfer to the Advisor’s bank account.

4.4 The Advisor must ensure that he/she charges the service fees within [billing period] after each month’s end to the Company. The invoices must always include the project name and a description of the services.

4.5 The Advisor shall be responsible for the payment of all taxes and any applicable social security contributions, also for any employee hired by him/her. The Advisor will indemnify the Company, to the extent legally admissible, from and against all claims in connection with such payment obligations.

OR

Expenses

[expenses]

Independent Contractor

The Advisor’s relationship with the Company will be in terms of an independent contractor and not of an employee of the Company.

Nondisclosure of Confidential Information

7.1 The Parties agree that they shall not disclose or otherwise reveal directly or indirectly to any unauthorized individual or entity any confidential information provided by one Party to another, including but not limited to contract terms. Both parties agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of each party in order to prevent it from falling into the public domain or the possession of persons other than agents of each party or persons to whom each party consents to such disclosure (“Confidential Information”).

7.2 Confidential Information shall include technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information, technical data or know-how that: (i) is in the possession of Advisor at the time of disclosure, as shown by Advisor’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Advisor.

No Rights Granted

Through the signing of this Agreement the Advisor shall not be granted with any rights in or to the Company’s Confidential Information, except the limited right to use the Confidential Information in connection with the Services.

Assignment of Intellectual Property

Assignment of intellectual property by the Advisor to the Company shall be governed by the Intellectual Property Assignment Agreement signed by the Advisor.

Duty to Assist

The Advisor shall assist the Company as provided in Clause 8 above, in order to maintain and defend in its own name any such Intellectual Property right.

Company’s Rights to Disclose

During the Term of this Agreement, the Company shall have the right to disclose the existence of this Agreement.

No Conflicts

The Advisor represents that his/her compliance with the terms of this Agreement and provision of Services hereunder will not violate any duty which he/she may have to any other person or entity (such as a present or former employer), and the Advisor agrees that he/she will not do anything in the performance of Services hereunder that would violate any such duty.

Entire Agreement

This Agreement is governed by the laws of Portugal and shall bind the parties herein until its termination.

Miscellaneous

There are no mutual side agreements to this Agreement. Any amendments of or supplements to this Agreement shall be made in writing. This shall apply expressly also to any amendment or termination of this written form clause.

Governing Law and Jurisdiction

15.1 This Agreement and actions taken hereunder shall be governed by, and construed in accordance with the laws of Portugal, applied without regard to conflict of law principles.

15.2 The courts located in Portugal have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

15.3 Each party consents to the personal jurisdiction and venue of these courts.

SIGNATURE PAGE TO ADVISOR AGREEMENT

Effective Date: [effective date]

Advisor Equity Compensation: [equity compensation]

Type of Security: [security type]

Purchase Price: [purchase price]

Vesting: [vesting schedule]

Schedule A

Services