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This is an advisor agreement between a company and an individual advisor. The advisor is to provide consulting services and offer advice on business, technology, and products. The only consideration the advisor will receive for services is options to purchase shares of the company's common stock. The options will vest in equal monthly installments for the length of the advisor agreement. In addition, the options will immediately vest if the company undergoes a change in control.
The company will own all right, title, and interest relating to any inventions made or conceived by the advisor, in whole or in part, that arise out of or in connection with the services or any proprietary information. The advisor will promptly disclose and provide all inventions to the company, and will make all assignments necessary to accomplish this. The advisor agrees to hold all proprietary information in confidence and not to disclose or use it, except when performing services for the company. The agreement may be terminated by either party at any time, for any reason, with ten days' notice. The relationship between the parties is that of independent contractors.
1. Review the parties involved and ensure that they are the intended parties. The parties involved are [PARTY_1_NAME], the Advisor, and [PARTY_2_NAME], the Company, as of the [CURRENT_DATE]. The Advisor is domiciled at [PARTY_1_ADDRESS_SINGLE_LINE].
2. Understand the scope of the agreement. The Advisor will provide consulting, advisory, and other services (the “Services”) to the Company relating to the Company’s business, technology, and products. The only consideration due to the Advisor for these Services is options to purchase a specified number of shares of Company common stock, subject to certain conditions.
3. Familiarise yourself with the ownership terms. The Company will own all intellectual and industrial property rights, including inventions, that arise out of or in connection with the Services or any proprietary information disclosed to the Advisor (the “Inventions”). The Advisor must promptly disclose all Inventions to the Company and make all necessary assignments to accomplish the foregoing.
4. Review the terms of the confidentiality agreement. The Advisor must hold in confidence and not disclose or use any Proprietary Information obtained from or assigned to the Company or developed or learned in connection with the Services. Upon termination or as requested by the Company, the Advisor must promptly return all items and copies containing Proprietary Information.
5. Understand the terms of termination. Either party may terminate this Agreement at any time, for any reason, by giving the other party ten (10) days’ notice. Certain sections of the Agreement, including those related to ownership and confidentiality, will survive any termination.
6. Note the relationship of the parties. The Advisor is an independent contractor and not an employee of the Company. The Advisor represents and warrants that there is no conflict of interest in providing the Services and agrees not to make, issue, or release any public announcements or statements about this Agreement or any Proprietary Information without the Company’s consent.