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A Startup Advisor Agreement is a legally binding contract that formalizes the relationship between your Irish startup and an experienced professional who provides strategic guidance, industry expertise, or specialized knowledge. This agreement ensures compliance with Irish corporate law while protecting both parties' interests and establishing clear expectations for the advisory relationship.

When do you need this document?

You need a Startup Advisor Agreement when engaging external experts to guide your business development, whether they're former executives, industry specialists, or successful entrepreneurs. This is particularly crucial when offering equity compensation, as it establishes the legal framework for share allocation and vesting schedules. You'll also need this agreement when the advisor will access confidential information, participate in strategic decisions, or provide ongoing mentorship that could impact your company's direction. Irish startups commonly use these agreements when building advisory boards, seeking specialized expertise for specific projects, or engaging advisors who will make introductions to potential investors or customers.

Key legal considerations

The agreement must clearly distinguish between advisory services and employment to avoid misclassification under the Protection of Employees (Fixed-Term Work) Act 2003. Intellectual property clauses are critical, ensuring that any innovations or strategies developed during the advisory relationship are properly assigned to your company under the Copyright and Related Rights Act 2000. Confidentiality provisions must comply with GDPR and the Data Protection Act 2018, particularly regarding personal data handling. If offering equity compensation, the agreement must align with your company's articles of association and comply with securities regulations. Competition law considerations under the Competition Act 2002 are essential, especially regarding non-compete clauses and restrictions that might limit the advisor's ability to work with competitors.

Legal requirements in Ireland

Under the Companies Act 2014, advisor agreements involving equity must be approved by your board of directors and may require shareholder approval depending on the percentage allocated. The agreement must specify whether the advisor will have any director or officer responsibilities, as this triggers additional compliance obligations and potential liability. GDPR compliance is mandatory when advisors access personal data, requiring clear data processing agreements and privacy safeguards. The agreement should address tax implications for both parties, particularly regarding benefit-in-kind taxation for equity compensation and VAT obligations for advisory services. Irish competition law requires that non-disclosure and non-compete provisions be reasonable in scope and duration. Additionally, if your startup operates in regulated sectors, the advisor agreement must ensure compliance with sector-specific regulations and licensing requirements that may apply to advisory relationships.