Startup Advisor Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes and regulates the relationship between a startup company and its advisor. This document outlines the advisor's responsibilities, compensation terms, confidentiality obligations, and intellectual property rights while ensuring compliance with Swiss legal requirements, particularly the Code of Obligations. It includes provisions for both cash and equity-based compensation, defines the scope of advisory services, and establishes clear boundaries between an advisory role and employment relationship, incorporating necessary protections for both the startup and the advisor.

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What is a Startup Advisor Agreement?

The Startup Advisor Agreement is essential for Swiss startups seeking to formally engage experienced professionals in advisory capacities. This document is particularly relevant when companies need specialized expertise during various growth stages, from early-stage startups to scale-ups. The agreement, governed by Swiss law, typically includes detailed provisions for advisory services, compensation structure (both cash and equity components), confidentiality obligations, intellectual property protection, and clear distinction from employment relationships. It's designed to protect both the startup's interests and the advisor's rights while ensuring compliance with Swiss legal requirements, particularly the Code of Obligations and relevant commercial laws. The agreement is commonly used when engaging industry experts, former executives, or specialized professionals who can provide strategic guidance without taking on operational roles.

What sections should be included in a Startup Advisor Agreement?

1. Parties: Identification of the Company and the Advisor, including full legal names, addresses, and registration details where applicable

2. Background: Context of the advisory relationship, company's business, and advisor's expertise

3. Definitions: Key terms used throughout the agreement including 'Services', 'Confidential Information', 'Intellectual Property', and 'Company Materials'

4. Appointment and Term: Formal appointment of advisor, term of engagement, and renewal/termination provisions

5. Services: Detailed description of advisory services, including scope, expectations, and time commitment

6. Advisor's Obligations: Key responsibilities, standard of care, compliance with laws, and reporting requirements

7. Company's Obligations: Company's responsibilities, including provision of necessary information and support

8. Compensation: Fee structure, payment terms, and expense reimbursement policy

9. Confidentiality: Protection of company information, trade secrets, and business plans

10. Intellectual Property: Ownership and assignment of IP created during the advisory relationship

11. Relationship of Parties: Clarification of independent contractor status and not an employment relationship

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

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

1. Equity Compensation: Terms of any stock options, restricted shares, or other equity-based compensation, used when advisor receives equity as part of compensation

2. Non-Competition: Restrictions on advisor's involvement with competing businesses, included when advisor has access to sensitive competitive information

3. Non-Solicitation: Restrictions on soliciting company's employees or customers, included when advisor has significant contact with key stakeholders

4. Insurance: Requirements for professional liability insurance, included when advisory services carry significant risks

5. Board Observer Rights: Terms for attendance at board meetings, included when advisor is granted board observer status

6. Regulatory Compliance: Specific compliance obligations, included when advisory services involve regulated industries

7. Data Protection: Specific data handling and protection requirements, included when advisor will process personal data

8. Force Majeure: Provisions for unforeseen circumstances preventing performance, included for longer-term advisory relationships

What schedules should be included in a Startup Advisor Agreement?

1. Schedule A - Services Description: Detailed outline of specific advisory services, deliverables, and time commitment

2. Schedule B - Compensation Terms: Detailed compensation structure, including payment schedules and calculation methods

3. Schedule C - Equity Terms: Details of any equity compensation, including vesting schedules and conditions

4. Appendix 1 - Confidential Information: Specific categories of confidential information covered by the agreement

5. Appendix 2 - Pre-Existing IP: List of advisor's pre-existing intellectual property excluded from assignment

6. Appendix 3 - Approved Outside Activities: List of advisor's other commitments and activities approved by the company

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

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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