Free Advisor Agreement Template

What is an Advisor Agreement?

An Advisor Agreement documents the terms under which a company engages an external advisor to provide strategic guidance, industry expertise, introductions, or other defined advisory services.

The agreement can define the advisor’s responsibilities, compensation, confidentiality obligations, intellectual-property rights, conflicts, independent-contractor status, use of the advisor’s name or biography, and termination terms.

For startups and growing companies, an Advisor Agreement can also help establish expectations around equity compensation, vesting, availability, outside obligations, and the advisor’s authority to act on behalf of the company.

Together, these terms help the company and advisor document their expectations and reduce uncertainty around the advisory relationship.

When do you need an Advisor Agreement?

A company may use an Advisor Agreement when engaging an external person to provide recurring strategic guidance, industry expertise, introductions, or specialized knowledge without bringing that person on as an employee.

An Advisor Agreement may be particularly useful when the advisor will:

• Receive equity, cash, or other compensation
• Access confidential or proprietary company information
• Contribute ideas, materials, or other work that may involve intellectual-property rights
• Make introductions to customers, investors, partners, or other industry contacts
• Be publicly associated with the company
• Have other employment, board, institutional, or professional obligations that may create conflicts
• Provide ongoing advice over a defined period

The appropriate agreement depends on the advisor’s actual role and working relationship. If the person will perform defined projects, substantial operational work, or employee-like responsibilities, a consulting, independent-contractor, employment, or other agreement may be more appropriate.

Why use this Advisor Agreement template?

This Advisor Agreement template provides a structured starting point for startups and growing companies engaging external advisors.

It is designed to help companies document the advisor’s services, compensation, confidentiality obligations, intellectual-property rights, conflicts, independent-contractor relationship, and termination terms.

The template also addresses considerations that commonly arise in startup advisory relationships, including equity-based compensation, vesting, outside obligations, use of the advisor’s name and biography, and ownership or assignment of applicable work product.

Because provisions involving intellectual property, restrictive covenants, worker classification, governing law, and remedies can vary depending on the advisor’s role and jurisdiction, the agreement should be tailored to the specific engagement before use.

Where equity compensation is involved, the Advisor Agreement should also be coordinated with the company’s equity plan, corporate approvals, grant documentation, and other applicable company records.

What does the Advisor Agreement template cover?

Services and relationship

• Defined advisory services and responsibilities
• Independent-contractor status
• Advisor authority and limitations
• Compliance with applicable outside or institutional obligations

Compensation and expenses

• Equity-based or other agreed compensation terms
• Vesting and termination treatment
• Expense-reimbursement rules
• Advisor tax responsibilities

Confidentiality and intellectual property

• Confidentiality and data-protection obligations
• Assignment or ownership of applicable work product created within the defined scope of the engagement
• Carve-outs for disclosed pre-existing intellectual property
• Permitted use of the advisor’s name and biography

Conflicts and termination

• Representations regarding conflicts and third-party obligations
• Applicable restrictions involving outside activities or solicitation
• Termination rights and continuing obligations
• Governing-law provisions and available remedies

Important: Restrictions involving competition, solicitation, employment, outside activities, intellectual-property ownership, and similar provisions may operate differently depending on applicable law and the circumstances of the engagement. The template should be reviewed and customized accordingly.