Startup Advisor Agreement Template for Switzerland
Generate a bespoke document
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.
About the Startup Advisor Agreement
A Startup Advisor Agreement is a crucial legal document that formalizes the relationship between your Swiss startup and external advisory professionals. Governed by the Swiss Code of Obligations, this contract ensures both parties understand their rights, obligations, and the scope of the advisory engagement while maintaining compliance with Swiss commercial law.
When do you need this document?
You need this agreement when engaging experienced professionals to provide strategic guidance without taking on operational roles in your company. This includes situations where you're bringing on former executives, industry experts, or specialized professionals who can offer valuable insights during critical growth phases. The document becomes essential when you're offering equity compensation to advisors, need to protect confidential business information, or want to establish clear intellectual property rights for any advice or strategies provided. Swiss law requires formal documentation of such relationships to avoid potential employment classification issues and ensure enforceability of key provisions like non-disclosure and non-compete clauses.
Key legal considerations
The agreement must clearly distinguish the advisory relationship from employment to avoid triggering Swiss employment law protections under the Employment Act. Key clauses should address compensation structure, including any equity components and vesting schedules, while ensuring compliance with Swiss corporate law requirements for share issuances. Confidentiality provisions need careful drafting to align with the Federal Act on Data Protection, particularly when advisors will access personal data or sensitive business information. Intellectual property clauses must specify ownership of any innovations, strategies, or advice developed during the engagement. Non-compete and non-solicitation provisions require particular attention as they must be reasonable in scope, duration, and geographic limitation to be enforceable under Swiss competition law.
Legal requirements in Switzerland
Under Swiss law, advisor agreements typically fall under mandate contract provisions in Articles 394-406 of the Code of Obligations, which govern the advisor's duty of care and loyalty obligations. The agreement must comply with Swiss Federal Act on Employment to ensure proper classification and avoid unintended employment relationships. If your advisor will access personal data, the contract must include specific data protection clauses complying with the Federal Act on Data Protection, including data processing limitations and security requirements. For equity compensation, you must follow Swiss corporate law procedures for share issuances and ensure proper board approvals are documented. Any restrictive covenants must align with the Federal Act on Cartels and Other Restraints of Competition to ensure enforceability while protecting your business interests.
GOVERNING LAW
Applicable law
This Startup Advisor Agreement is drafted to comply with Switzerland law. Key legislation includes:
Swiss Federal Act on Employment in Trade and Industry (Employment Act): Relevant for establishing clear distinction between an advisory role and employment relationship to avoid misclassification risks
Swiss Federal Act on Data Protection (FADP): Governs the handling and protection of personal and company data, crucial for defining data handling obligations of the advisor
Swiss Federal Act on Cartels and Other Restraints of Competition: Relevant for structuring any non-compete clauses and ensuring they are enforceable under Swiss law
Swiss Federal Act on Patents for Inventions: Important for protecting any intellectual property that might be developed or accessed during the advisory relationship
Swiss Copyright Act: Relevant for protecting any creative works or documentation developed during the advisory relationship
Swiss Federal Direct Tax Act: Governs the taxation of advisory fees and any equity compensation that might be part of the agreement
Swiss Criminal Code: Particularly articles relating to business secrets and confidential information protection
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it