Advisor Agreement (UK) by Seedsummit

ADVISOR AGREEMENT

[company address]

Dear [advisor name],

[company name]

APPOINTMENT AS AN ADVISOR

I am writing to confirm your appointment as an advisor to [company name] (the "Company") (the "Appointment"). The terms of your Appointment are set out in this letter.

Commencement and duration.

Your Appointment shall commence on [commencement date] or be deemed to have commenced from [commencement date] notwithstanding the date hereof or commence on the date this letter is signed by both parties and shall, unless terminated earlier in accordance with paragraph 11, continue until either party gives to the other party no less than [notice period] written notice to terminate (the "Term").

Services.

You shall ensure that you are available at all times on reasonable notice to provide such assistance or information as the Company may require. Your responsibilities as an advisor to the Company are set out in Schedule 1 ('Services').

Obligations and Conduct.

If you are unable to provide the Services due to illness or injury you shall notify [contact to notify] as soon as reasonably practicable. You shall provide the Services with all due care, skill and ability and use your best endeavours to promote the interests of the Company and, unless prevented by ill health or accident, devote such time as is reasonably necessary to carrying out the Services. You have no authority (and shall not hold yourself out as having authority) to bind the Company, unless we have specifically permitted this in writing in advance.

Policies.

During the Term (and, where expressly indicated, after you have ceased to provide Services), you must comply with all our policies notified to you from time-to-time.

Remuneration.

As compensation for the Services you acknowledge the Company has issued to you [number of shares] ordinary shares of £[par value] in the capital of the Company (the "Shares"). The Shares shall be subject to the vesting provisions contained in the Articles of Association of the Company (the "Articles") and for such purposes you shall be deemed an Employee (as defined in the Articles).

OR

As compensation for the Services the Company will grant you options to purchase [number of shares] ordinary shares of £[par value] in the capital of the Company (the "Options”). The Options will be subject to the terms of an Option Agreement provided to you and attached at Annex A.

OR

As compensation for the Services the Company shall pay you a fee of £[fee rate] per [fee unit] exclusive of VAT. On the last working day of each month during the Term you shall submit to the Company an invoice which gives details of the hours or days you have worked, the Services provided and the amount of the fee payable (plus VAT, if applicable) for the Services during that month. In consideration of the provision of the Services, the Company shall pay each invoice submitted by you, within [payment days] days of receipt, provided that the Company shall be entitled to withhold or deduct from the fee any sum that is the subject of dispute between the parties.

You acknowledge that no further remuneration or compensation other than that provided for in this letter is or may become due to you in respect of your compliance with the terms of this letter or for termination of the Appointment.

Expenses.

Subject to production of receipts or other appropriate evidence of payment, the Company shall reimburse all reasonable expenses properly and necessarily incurred by you in the course of providing the Services.

OR

You shall bear your own expenses incurred by you in the course of providing the Services.

Other activities.

During the period in which you are providing Services, you may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place you in a conflict of interest with the Company. However, you may not be involved in any capacity with a business which does or could compete with the business of the Company without the prior written consent of the Company.

Confidential information.

You shall not use or disclose to any person either during or at any time after your engagement by the Company any confidential information about the business or affairs of the Company or any of its business contacts, or about any other confidential matters which may come to your knowledge in the course of providing the Services. For the purposes of this paragraph, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the Company, its group, or any of its business contacts. Nothing shall prevent you making truthful statements, which might otherwise be prohibited, as follows: (i) where necessary and appropriate for the purpose of obtaining advice, provided you reiterate to the recipient the confidential nature of the information; (ii) to a Court or tribunal of competent jurisdiction as necessary in compliance with an order; (iii) to the police or any other law enforcement agency for the purpose of reporting an offence or co-operating regarding a criminal investigation or prosecution; (iv) to a regulatory body; (v) to HM Revenue & Customs, or any other government department or government agency, as necessary in respect of your personal financial affairs; (vi) where the statement amounts to a protected disclosure (commonly known as 'whistleblowing') under the Public Interest Disclosure Act 1998; or (viii) otherwise as required by any legal or regulatory obligation.

Data protection.

By entering into this Agreement, you acknowledge that the Company and its group may process personal data (including sensitive or special category personal data) relating to you as part of or in connection with the Appointment. The legal basis for doing so includes: processing that is necessary for the performance and administration of this agreement; to protect your vital interests; to comply with legal and regulatory obligations; for the establishment, exercise or defence of legal claims; or for other purposes in the legitimate interests of the Company and its group (or any third party to whom it discloses the data) in the particular circumstances envisaged by the GDPR.

Intellectual property.

You hereby assign to the Company with full title guarantee all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from the Services. You waive all moral rights which you have or will have in any existing or future works.

Termination.

The Company may at any time terminate your Appointment with immediate effect with no liability to make any further payment to you if: (i) you are in material breach of any of your obligations under this letter; or (ii) act in any manner which in the opinion of the Company or its Board of Directors brings or is likely to bring either you or the Company into material disrepute or is materially adverse to the interests of the Company.

Obligations on termination.

Any of the Company property in your possession and any original or copy documents obtained by you in the course of providing the Services shall be returned to the Company at any time on request and in any event on or before the termination of your Appointment. You also undertake to irretrievably delete any information relating to the business of the Company stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in your possession or under your control outside the premises of the Company.

Independent contractor.

You will be an independent contractor and nothing in this letter shall render you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such. You have no authority (and shall not hold yourself out as having authority) to bind the Company, unless we have specifically permitted this in writing in advance. You shall be fully responsible for and indemnify the Company against any liability, assessment or claim for:

(a) taxation (including for the avoidance of doubt National Insurance or other social security contribution) and any other liability, deduction, contribution, assessment or claim arising from, or made in respect of, you in connection with the provision of the Services. You shall further indemnify the Company against all costs, expenses, penalties, fines or interest incurred or payable by it in connection with or in consequence of any such liability, deduction, contribution, assessment or claim unless arising out of the Company's negligence or wilful default whatsoever arising from or made in connection with the performance of the Services; and

(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you (or anyone acting on your behalf) against the Company arising out of or in connection with with the provision of the Services (including but not limited to any claim for unfair dismissal or redundancy pay), except where such claim is as a result of any act or omission of the Company.

Variation.

This letter may only be varied by a document signed by both you and the Company.

Governing law & jurisdiction.

This letter and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of this letter.

[Signatures to follow]

Please acknowledge receipt of this letter and acceptance of its terms by signing below.

Yours sincerely,

[sender name]

For and on behalf of:

[company name]

Agreed to and acknowledged by:

[advisor name]

Date: [signing date]

Schedule 1

The Services to the Company will include:

ANNEX A

Form of Option Agreement