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Advisor Equity Agreement
"I need an Advisor Equity Agreement for our fintech startup based in Amsterdam, where we're bringing on a senior tech advisor who will receive 2% equity vesting over 4 years with a one-year cliff, starting March 1, 2025."
1. Parties: Identification of the Company and the Advisor, including full legal names and addresses
2. Background: Context of the agreement, including the company's desire to engage the advisor and the advisor's qualifications
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Shares', 'Vesting Period', etc.
4. Appointment and Services: Scope of advisory services, appointment terms, and advisor's role and responsibilities
5. Equity Compensation: Details of equity grant, including number of shares/options, type of securities, and consideration
6. Vesting Schedule: Timing and conditions for vesting of equity, including any cliff period and vesting triggers
7. Advisor's Obligations: Specific duties, time commitment, reporting requirements, and standard of service
8. Company's Obligations: Company's commitments, including equity issuance, information provision, and support
9. Representations and Warranties: Standard declarations by both parties regarding capacity, authority, and compliance
10. Confidentiality: Protection of company's confidential information and trade secrets
11. Intellectual Property: Ownership and assignment of IP created during the advisory relationship
12. Term and Termination: Duration of agreement and circumstances under which it can be terminated
13. Effects of Termination: Consequences of termination on unvested equity and ongoing obligations
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Non-Competition: Restrictions on advisor's involvement with competing businesses, include if advisor will have access to sensitive competitive information
2. Lock-up Period: Restrictions on selling or transferring shares, include for pre-IPO companies or when required by investors
3. Tax Provisions: Specific tax-related obligations and arrangements, include if advisor is foreign or if complex tax structures apply
4. Drag-Along Rights: Obligation to participate in company sale, include if standard for all shareholders
5. Tag-Along Rights: Right to participate in share sales by other shareholders, include if standard for all shareholders
6. Board Observer Rights: Rights to attend board meetings, include if advisor will have strategic involvement
7. Investment Representations: Securities law compliance representations, include if required by applicable securities regulations
1. Schedule A - Services Description: Detailed outline of advisory services, expectations, and deliverables
2. Schedule B - Equity Terms: Detailed terms of equity grant, including class of shares, rights, and restrictions
3. Schedule C - Vesting Schedule: Detailed vesting timeline and conditions, including any accelerated vesting provisions
4. Schedule D - Share Transfer Deed Template: Template for Dutch law share transfer deed (akte van aandelenovergang)
5. Appendix 1 - Company's Articles of Association: Current articles of association of the company
6. Appendix 2 - Shareholders' Agreement: Existing shareholders' agreement that advisor must adhere to
7. Appendix 3 - Share Certificate: Form of share certificate or depository receipt if applicable
Authors
Technology
Software
Fintech
Life Sciences
Renewable Energy
E-commerce
Professional Services
Healthcare Technology
Industrial Technology
Media and Entertainment
Biotechnology
Artificial Intelligence
Clean Technology
Digital Services
Consumer Products
Legal
Human Resources
Finance
Corporate Development
Executive Leadership
Board of Directors
Company Secretariat
Compensation & Benefits
Talent Acquisition
Compliance
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Head of Human Resources
Chief Financial Officer
Startup Founder
Managing Director
Board Member
HR Director
Legal Counsel
Company Secretary
Talent Acquisition Manager
Compensation Manager
Corporate Development Director
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