Advisor Agreement (UK) by Seedsummit
The Seedsummit Advisor Agreement is for companies incorporated in England and Wales, setting out terms for appointing an independent advisor. It covers possible compensation structures (equity, options, or fees), defines the advisor’s obligations, confidentiality and IP terms, and establishes that the agreement is governed by English law.
ADVISOR AGREEMENT
The following template advisor agreement is suitable for use between a company incorporated and registered in England and Wales and an individual advisor. Where necessary, the advisor agreement includes a choice of suggested clauses (together with guidance notes) and, in particular, envisages that the advisor may: (i) be receiving shares that are vesting, rather than a fee; (ii) be receiving share options, rather than a fee; or (iii) receive an hourly / daily fee.
The text in square brackets and highlighted in yellow indicates that information needs to be added or confirmed. Please ensure that all square brackets are completed and removed prior to signing the advisor agreement. Remove the title and prepare on company letterhead.
This template advisor agreement is not a substitute for legal advice and may need to be tailored to the circumstances of the company and the advisor in order to maximise the legal protection it offers.
[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").
The options presented contemplate a future start date, a prior start date or a current start date that is contemporaneous with signing the letter.
To specify the notice period. Typically, at least one month is chosen in order to have an orderly transition, with some companies choosing up to three months depending on the nature of the Services being provided.
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.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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