Advisor Agreement

DOCUMENT TEMPLATE

Please reach out to Wilson Sonsini (wsgr.com) for legal advice regarding this form - it is
intended to be a starting point.

This form was designed to help companies and non-technical advisors quickly and easily
contract.

Choosing simplicity and balance means that certain legal protections you might want are absent.
A one-size-fits-all form will never be tailored as well as one drafted by a capable lawyer for your
particular situation. Because each state has different employment (and other) law, using this form
for an advisor providing services outside of California could present heightened risk. If any of
the following are true, we strongly advise asking a lawyer to review, or provide a more
appropriate form:

1) The advisor will not be working in California;

2) The advisor is a scientist at a university or working full time for another company, or the
advisor will be contributing to intellectual property of the company; or
3) Any provision in this form fails to reflect your agreement.

Please note that changing the language in this form without legal counsel (aside from completing
or deleting the bracketed/highlighted terms) could create liability, especially for the company.

THIS PAGE SHOULD BE DELETED BEFORE SHARING/SIGNING

This agreement was downloaded from a blogpost on Carta featuring insight from 500 Startups. Read the post here.

ADVISOR AGREEMENT
This Advisor Agreement (the “Agreement”) is by and between the undersigned company (the
“Company”) and the undersigned advisor (the “Advisor”), effective as of the latest date set
forth on the signature page (the “Effective Date”).

1. Services. The Advisor will advise the Company on certain matters described on Exhibit A (the
“Services”). The parties acknowledge and agree that the Services are outside the usual course of
the Company’s business, that Advisor is customarily engaged in an independently established
trade, occupation, or business of the same nature as the Services, and that the Company will not
control the manner or means in which Advisor performs the Services.

2. Compensation. The Company agrees to provide to Advisor the compensation set forth on
Exhibit A for the Services.

3. Term and Termination. This Agreement will begin on the Effective Date and continue until
the end of any term described on Exhibit A (as may be extended), if any term is described on
Exhibit A, or when earlier terminated by either party with five days of prior written notice. Upon
termination of this Agreement, all rights and duties of the parties shall cease except that the
Company must pay any amounts owed to Advisor for unpaid completed Services, and the
provisions of Section 5 (Confidentiality), Section 6 (Ownership), Section 8 (Independent
Contractor) and Section 9 (Miscellaneous) will survive.

4. Conflicts of Interest. Advisor represents that Advisor’s compliance with this Agreement and
provision of the Services will not violate any duty that Advisor may have to a third party (such as
a present or former employer). Advisor agrees to promptly notify the senior-most officer of the
Company in writing of any potential conflict that arises, including Advisor’s engagement to
provide 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 Advisor’s other activities are consistent
with Advisor continuing to serve as an advisor to the Company. Advisor agrees not to use the
funding, resources, facilities or time of any third party to provide the Services, or perform the
Services in a manner that would give any third party rights to any intellectual property or other
product of such work.

5. Confidentiality.

5.1 Definition of Confidential Information. “Confidential Information” means any

Company information directly or indirectly disclosed by the Company to Advisor that is
identified as confidential or which would appear to a reasonable person to be confidential,
whether disclosed before or after the date of this Agreement, and whether disclosed in writing,
orally, or by inspection of tangible objects. Confidential Information includes, but is not limited
to, information relating to the Company’s finances, technology and operations, such as financial
projections, customer lists, business forecasts, and source code. Confidential Information does
not include information that: (i) is in the possession of Advisor at the time of disclosure without
confidentiality obligations, 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.

5.2 Disclosure and Use. Advisor agrees not to use any Confidential Information for
Advisor’s own use or for any purpose other than to perform the Services. Advisor agrees to take
all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential
Information of the Company to any other person or entity. Notwithstanding the foregoing,
Advisor may disclose Confidential Information with the prior written approval of the Company
or pursuant to the order or requirement of a court, administrative agency or other governmental
body.

5.3 Return of Materials; Survival. Upon termination of this Agreement or Company’s

request, the Advisor will promptly return to the Company all materials in Advisor’s possession
containing Confidential Information, as well as data, records, reports and any other property
furnished by the Company to the Advisor or produced by the Advisor in connection with the
Services, or copies thereof.

6. Ownership.

6.1 Advisor agrees that all notes, records, drawings, designs, software, inventions,
improvements, developments, discoveries, trade secrets and other similar materials that Advisor
conceives, discovers, develops or reduces to practice, solely or jointly with others that relate to
the business or technology of the Company or that have been created in the course of performing
the Services, as well as any copyrights, patents or other intellectual property rights relating to the
foregoing (collectively, “Inventions”), are the sole property of the Company. Advisor also agrees
to assign (or cause to be assigned) and hereby assigns fully to the Company all Inventions.

6.2 Advisor agrees to assist Company, or its designee, at the Company’s request and
expense, in every proper way to secure the Company’s worldwide rights in Inventions, including
by disclosing all pertinent information regarding Inventions, executing all instruments that the
Company may deem necessary to apply for and obtain such rights and to assign and convey to
the Company, its successors, assigns and nominees the sole and exclusive right, title and interest
in and to all Inventions. This obligation shall continue after the termination of this Agreement.

6.3 Advisor will not incorporate any materials owned by any third party into any
Invention without Company’s prior written permission. Advisor will inform Company in writing
prior to incorporating any materials s/he owns into any Invention. Advisor hereby grants
Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to reproduce,
distribute, perform, display, create derivative works of, make, have made, modify, use, sell and
otherwise exploit such materials as part of or in connection with such Invention, without
restriction.

6.4 If the Company is unable to secure Advisor’s signature for the purpose of applying
for or pursuing any application for any registrations covering the Inventions assigned to the
Company in Section 6.1 above, then Advisor hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Advisor’s agent and attorney-in-fact, to
act for and on Advisor’s behalf to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask
work registrations.

7. No Conflict. The Advisor represents that neither the execution of this Agreement nor the
performance of the Advisor’s obligations under this Agreement will result in a violation or
breach of any other agreement by which the Advisor is bound. The Company represents that this
Agreement has been duly authorized and executed and is a valid and legally binding obligation
of the Company, subject to no conflicting agreements.

8. Independent Contractor. The Advisor will at all times be an independent contractor, and as
such will not have authority to bind the Company. The Advisor will not act as an agent or be
deemed to be an employee of the Company for any purpose, and Advisor will not be eligible for
any Company-sponsored employee benefit program. For example, the Advisor shall have no
right to receive paid vacation, sick leave, medical insurance, 401k participation, a personal
computer, mobile phone or other electronic device, an email address, or any other benefit of
Company employment. Advisor must pay all self-employment and other taxes on the income
received from the Company hereunder.

9. Miscellaneous. This Agreement (together with its Exhibit) is the sole agreement and
understanding between the Company and Advisor concerning its subject matter, and it
supersedes all prior agreements and understandings with respect to such matters. Any required
notice shall be given in writing at the physical or e-mail address of each party on its signature
page hereto, or to such other address as either party may substitute by written notice to the other.
Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred
by Advisor without the prior written consent of the Company. The Company may assign this
Agreement to an entity that succeeds to substantially all of the business or assets of the
Company. This Agreement may only be amended or modified by a writing signed by both
parties. Waiver of any term or provision of this Agreement or forbearance to enforce any term or
provision by either party shall not constitute a waiver as to any subsequent breach or failure of
the same term or provision or a waiver of any other term or provision of this Agreement. In the
event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and
effect without such provision, provided that no such severability shall be effective if it materially
changes the economic benefit of this Agreement to either Company or Advisor.

10. Protected Activity Not Prohibited. Nothing in this Agreement shall in any way prohibit
Advisor from engaging in filing a charge, complaint, or report with, or otherwise
communicating, cooperating, or participating in any investigation or proceeding that may be
conducted by any federal, state or local government agency or commission, including the
Securities and Exchange Commission, or otherwise disclosing information about unlawful
conduct to relevant authorities to the extent required by or protected by law.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of

______________, 20__.

COMPANY: ADVISOR:

By: By:

Signature: Signature:

Name: Name:

Title: Title:

Address: Address:

Email: Email:

[Signature Page to Advisor Agreement]

EXHIBIT A

SERVICES AND COMPENSATION

1. Services. Advisor will render to Company the following Services:

• Serve as an expert advisor, including: meet with Company management, employees,

consultants and other advisory board members, 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 phone calls, facilitate introductions to potential partners,
prospects and other relevant contacts and speak with prospective or current investors to validate
the Company’s strategy[, as well as attend a minimum of [4] Company advisory board meetings
per year at such times and locations as the Company requests]; and

• otherwise collaborate and provide advice and assistance to the Company per mutual
agreement.

2. Compensation. 1

• [Company shall pay Advisor $________ per month of Services provided.]

• [Company shall reimburse Advisor for all reasonable travel expenses incurred by Advisor
that are pre-approved by the Company. Advisor shall submit to the Company all statements for
such expenses [and Services performed] on a monthly basis in a form acceptable to the
Company, and the Company shall remit payment within 30 days.]

• [Subject to the approval of the Company’s Board of Directors, the Company will grant
Advisor either a non-qualified stock option to purchase, or restricted stock in the amount of,
[INSERT NUMBER OF SHARES] shares of the Company’s Common Stock (the “Shares”) at a
price per share equal to the fair market value per share of the Common Stock on the date of
grant, as determined by the Company’s Board of Directors. [1/24th]2 of the Shares shall vest
each month, subject to Advisor continuing to provide Services to the Company pursuant to this
Agreement. The Shares will be subject to the terms and conditions of the Company’s equity
incentive plan and the applicable grant agreement.]

[3. Term. Subject to earlier termination pursuant to Section 3 of this Agreement, the term of
this Agreement shall be for [two] years following the Effective Date, unless extended by mutual
agreement in writing between the Company and the Advisor.] 3
 1 Note: Delete cash or equity compensation, or travel expense reimbursements, if inapplicable.
2 Note: Advisor grants typically vest monthly over the initial term of the relationship.
3 Note: Section 3 can be deleted if the term is to be indefinite.