Senior Advisor Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that establishes and regulates the relationship between a company and a senior advisor engaged as an independent contractor. The document outlines the scope of advisory services, compensation terms, confidentiality obligations, intellectual property rights, and the independent nature of the relationship. It includes specific provisions to comply with Canadian federal and provincial employment, tax, and privacy laws, while protecting both parties' interests through clear delineation of rights, responsibilities, and termination conditions.

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What is a Senior Advisor Agreement?

The Senior Advisor Agreement is essential for companies operating in Canada who wish to formally engage experienced professionals in an advisory capacity while maintaining a clear independent contractor relationship. This document is particularly relevant when businesses need strategic guidance, industry expertise, or specialized knowledge without creating an employment relationship. The agreement comprehensively addresses key aspects such as scope of services, compensation, intellectual property rights, and confidentiality obligations, while ensuring compliance with Canadian federal and provincial regulations. It's specifically designed to protect both the company's interests and the advisor's independent status, making it suitable for various advisory arrangements from short-term strategic projects to long-term consulting relationships.

What sections should be included in a Senior Advisor Agreement?

1. Parties: Identifies the contracting parties - the company and the advisor, including full legal names and addresses

2. Background: Outlines the context of the agreement, the advisor's expertise, and the company's desire to engage their services

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope of Services: Details the engagement of the advisor and specific services to be provided

5. Independent Contractor Status: Explicitly establishes the advisor's status as an independent contractor, not an employee

6. Term and Termination: Specifies the duration of the agreement and conditions for termination

7. Compensation and Expenses: Details the advisor's fees, payment terms, and expense reimbursement policies

8. Confidentiality: Addresses the protection of confidential information and trade secrets

9. Intellectual Property: Covers ownership and rights to intellectual property created during the engagement

10. Representations and Warranties: Contains standard representations and warranties from both parties

11. Indemnification: Outlines mutual indemnification obligations

12. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and amendment procedures

What sections are optional to include in a Senior Advisor Agreement?

1. Non-Competition: Restricts advisor from competing activities - include only if necessary and ensure compliance with Canadian competition law

2. Non-Solicitation: Prevents solicitation of employees/clients - include based on business needs

3. Insurance: Requires advisor to maintain specific insurance coverage - include if advisor's services involve significant risks

4. Performance Metrics: Establishes specific performance criteria - include if compensation is tied to performance

5. Board Observer Rights: Grants advisor rights to attend board meetings - include for strategic advisors

6. Equity Compensation: Details any equity-based compensation - include if advisor receives shares/options

7. Time Commitment: Specifies minimum time commitment - include if regular involvement is required

8. Compliance with Policies: Requires adherence to company policies - include if advisor needs access to company systems/facilities

What schedules should be included in a Senior Advisor Agreement?

1. Schedule A - Services Description: Detailed description of advisory services and deliverables

2. Schedule B - Compensation Terms: Detailed breakdown of fees, payment schedule, and expense policies

3. Schedule C - Confidential Information: Specific details of what constitutes confidential information

4. Schedule D - Compliance Requirements: Any specific regulatory or compliance requirements applicable to the services

5. Appendix 1 - Conflict Disclosure Form: Form for advisor to disclose any potential conflicts of interest

6. Appendix 2 - Expense Policy: Detailed policy regarding allowable expenses and reimbursement procedures

7. Appendix 3 - Key Performance Indicators: Specific metrics for measuring advisor's performance if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Advisor Agreement

Cost

Free to use

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