Advisory Agreement Template for England and Wales

An Advisory Agreement sets out the terms when someone provides expert guidance or consulting services to a business or individual. It spells out what advice the advisor will give, how they'll deliver it, and what they'll charge - making the relationship clear for both sides.

Under English law, these agreements protect both parties by defining important details like confidentiality, conflicts of interest, and liability limits. They're commonly used when businesses hire strategic consultants, financial advisors, or industry experts - and they're especially important in regulated sectors like financial services where the FCA requires clear documentation of advisory relationships.

Put an Advisory Agreement in place before accepting guidance from business consultants, financial experts, or industry specialists. This becomes essential when bringing in external expertise for strategic planning, market expansion, or specialized projects where you need professional advice but don't want a full-time employee.

The agreement proves particularly valuable in regulated sectors like financial services, where the FCA requires clear documentation of advisory relationships. It's also crucial when sharing sensitive business information, planning major transactions, or seeking ongoing expert guidance where you need to define exact responsibilities, deliverables, and payment terms upfront.

• Advisory Board Agreement: For formal advisory boards with multiple members providing strategic guidance and governance oversight
• Startup Advisor Agreement: Tailored for early-stage companies, often including equity compensation and flexible terms
• Advisory Board Confidentiality Agreement: Focuses specifically on protecting sensitive information shared with advisors
• Advisory Shares Agreement: Details equity-based compensation for advisors, including vesting schedules
• Advisory Engagement Letter: A lighter-touch format for one-off or short-term advisory relationships

• Business Owners & CEOs: Engage advisors to guide strategic decisions, often seeking industry expertise or specialist knowledge
• Professional Advisors: Include business consultants, industry experts, and strategic advisors who provide guidance for compensation
• Startup Founders: Bring in experienced mentors and advisors, often offering equity in exchange for expertise
• Legal Teams: Draft and review Advisory Agreements to ensure compliance with UK regulations and protect both parties
• Board Members: Oversee and approve advisory relationships, particularly for significant engagements or regulated sectors
• Company Secretaries: Maintain records of advisory relationships and ensure proper documentation

• Advisor Details: Gather full contact information, qualifications, and relevant experience of the advisor
• Scope Definition: List specific services, deliverables, and expected outcomes from the advisory relationship
• Time Commitment: Define frequency of meetings, availability expectations, and duration of the engagement
• Compensation Terms: Decide on fee structure, payment schedule, and any equity arrangements
• Confidentiality Needs: Identify sensitive information that will be shared during the engagement
• Term and Exit: Set clear start date, duration, and conditions for terminating the agreement
• Compliance Check: Review any industry-specific regulations, especially for financial services under FCA rules

• Parties & Roles: Full legal names and addresses of advisor and company, with clear description of services
• Term & Termination: Duration of agreement, notice periods, and grounds for early termination
• Compensation: Payment terms, expenses policy, and any equity arrangements with vesting schedules
• Confidentiality: Scope of protected information and duration of confidentiality obligations
• Intellectual Property: Ownership of work product and pre-existing IP rights
• Non-Compete: Restrictions on working with competitors during and after the engagement
• Governing Law: Explicit choice of English law and jurisdiction for dispute resolution
• Data Protection: GDPR compliance and data handling procedures

An Advisory Agreement differs significantly from an Agency Agreement, though both involve external parties working with a business. Here are the key distinctions:

• Authority Level: Advisory Agreements grant no power to make decisions or bind the company, while Agency Agreements explicitly authorize the agent to act on behalf of the business
• Legal Liability: Advisors provide recommendations but bear limited liability for business outcomes, whereas agents can create legal obligations for the company
• Compensation Structure: Advisory roles typically involve fixed fees or equity compensation, while agency relationships often include commission-based payments tied to specific transactions
• Duration and Commitment: Advisory relationships tend to be ongoing and strategic, focusing on guidance and expertise, while agency relationships are often transaction-specific or tied to particular business activities
• Regulatory Requirements: Agency Agreements face stricter regulatory oversight, especially in financial services, while Advisory Agreements have more flexibility in structure and terms