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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 rights of the company.
The document begins by stating that the advisor will consult, work with, and advise the company on matters related to its business, technology, and products. In return for these services, the advisor will receive options to purchase a specified number of shares of the company's common stock. The options will vest over a certain period of time and are subject to approval and pricing by the company's board of directors. Additionally, if the company undergoes a change in control, all of the options will immediately vest.
The ownership section of the document clarifies that the company will own all rights, title, and interest to any inventions or intellectual property created 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 to transfer ownership rights. The advisor is also prohibited from attempting any reverse engineering or analysis of the inventions received from the company.
The proprietary information section of the document establishes that any information obtained from or assigned to the company, or developed or learned in connection with the services, constitutes proprietary information. The advisor is obligated to hold this information in confidence and not disclose or use it, except in performing the services. 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 or as requested by the company, the advisor must return all items containing or embodying proprietary information.
The termination section states that either party may terminate the agreement at any time with ten days' notice. Certain sections of the agreement, including the ownership and proprietary information sections, will survive termination. The relationship of the parties is defined as independent contractors, and the advisor is not eligible for company employee benefits.
The miscellaneous section includes various provisions such as the inability to assign obligations without written consent, the company's right to injunctive relief for breaches of the ownership or proprietary information sections, and the requirement for any changes or modifications to be in writing and signed by both parties. The agreement is governed by the laws of the jurisdiction specified in the jurisdiction clause.
In summary, the Advisor Agreement (for Stock Option) is a comprehensive document that outlines the services, ownership, proprietary information, termination, and miscellaneous provisions of the agreement between the advisor and the company.
To use the Advisor Agreement (for Stock Option), follow these steps:
1. Consult and advise the company: As the advisor, fulfill your responsibilities by providing consultation, work, and advice to the company on matters related to its business, technology, and products.
2. Receive options for services: As the only consideration for your services, you will receive options to purchase a specified number of shares of the company's common stock. These options will be subject to approval and pricing by the company's board of directors.
3. Understand vesting and change in control: The options will vest over a certain period of time, with equal monthly installments, as long as the advisor agreement remains in effect. In the event of a change in control, all options will immediately vest.
4. Transfer ownership rights: Any inventions or intellectual property created 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 to transfer ownership rights.
5. Maintain confidentiality: Treat all proprietary information obtained from or assigned to the company as confidential. Do not disclose or use this information, except in performing the services. Return all items containing or embodying proprietary information upon termination or as requested by the company.
6. Terminate the agreement: Either party may terminate the agreement at any time with ten days' notice. Certain sections, such as ownership and proprietary information, will survive termination.
7. Clarify the relationship: Understand that you will act as an independent contractor and not as an employee of the company. You are not eligible for company employee benefits.
8. Follow miscellaneous provisions: Abide by the various provisions outlined in the miscellaneous section, such as obtaining written consent for assigning obligations, the company's right to injunctive relief for breaches, and the requirement for written changes or modifications.
9. Governed by jurisdiction: Understand that the agreement is governed by the laws of the jurisdiction specified in the jurisdiction clause.
By following these steps, you can effectively use the Advisor Agreement (for Stock Option) in practice and ensure compliance with its terms and conditions.