Advisor Agreement (for Stock Option)

The Advisor Agreement (for Stock Option) is a document that outlines the agreement between Party 1 (the advisor) and Party 2 (the company). The document highlights the importance of the agreement by emphasizing the services and consideration provided by the advisor and the ownership of intellectual property rights by the company.

 

The document begins with a detailed introduction, stating that the advisor will consult, work with, and advise the company on matters related to its business, technology, and products. The services provided by the advisor will be compensated through options to purchase shares of the company's common stock. The document also specifies that if the company undergoes a change in control, all options will immediately vest.

 

The ownership section of the document states that the company will own all rights, title, and interest to any inventions made by the advisor in connection with the services provided. The advisor is required to promptly disclose and provide all inventions to the company and make any necessary assignments. The advisor is also prohibited from attempting any reverse engineering or analysis on the basis of the inventions received from the company.

 

The proprietary information section of the document highlights the importance of confidentiality. The advisor agrees to hold in confidence and not disclose or use any proprietary information obtained from or assigned to the company. However, the advisor is not obligated to keep confidential any information that is already known to the public or was known to the advisor prior to its disclosure by the company. Upon termination, the advisor is required to return all items and copies containing or embodying proprietary information.

 

The termination section states that either party may terminate the agreement at any time with a ten-day notice. Certain sections of the agreement, including sections 2 through 6, will survive termination. The relationship of the parties is defined as that of independent contractors, and the advisor is not eligible to participate in any of the company's employee benefit plans or similar programs.

 

The miscellaneous section includes various provisions such as the inability of the advisor to assign or subcontract obligations without the written consent of the company, the company's right to injunctive relief in case of breach of certain sections, and the governing law and jurisdiction of the agreement.

 

In summary, the Advisor Agreement (for Stock Option) is a crucial document that outlines the services, compensation, ownership, confidentiality, and termination provisions between the advisor and the company.

How to use this document?

1. Consult and advise the company: As the advisor, provide consultation, work, and advice to the company on matters related to its business, technology, and products.

2. Receive compensation through stock options: Understand that the only consideration for your services will be options to purchase shares of the company's common stock. These options are for your own account and cannot be further distributed. In the event of a change in control, all options will immediately vest.

3. Assign ownership of inventions: Recognize that any inventions made by you in connection with the services provided will be owned by the company. Promptly disclose and provide all inventions to the company and make any necessary assignments. Do not attempt any reverse engineering or analysis on the basis of the inventions received from the company.

4. Maintain confidentiality of proprietary information: Agree to hold in confidence and not disclose or use any proprietary information obtained from or assigned to the company, except in performing the services. Return all items and copies containing or embodying proprietary information upon termination.

5. Termination of the agreement: Understand that either party may terminate the agreement at any time with a ten-day notice. Certain sections of the agreement will survive termination.

6. Independent contractor relationship: Acknowledge that you will act as an independent contractor and not as a partner, joint venturer, agent, or employee of the company. You are not eligible to participate in the company's employee benefit plans or similar programs.

7. Miscellaneous provisions: Be aware of various provisions such as the inability to assign or subcontract obligations without the written consent of the company, the company's right to injunctive relief in case of breach, and the governing law and jurisdiction of the agreement.

Please note that this guidance is a summary and does not cover all the details and nuances of the Advisor Agreement (for Stock Option). It is important to carefully review the entire document and seek legal advice if needed.