Advisory Agreement Template for England and Wales

An advisory agreement is a legally binding contract that sets out how an advisor supports a company in England and Wales, covering the services provided, the time commitment, and the fees or equity that reward that work. Startups, B2B SaaS teams, tech services firms and founders use it to bring in outside expertise on a defined footing before any work begins.

When do you need an advisory agreement?

You need one whenever an advisor gives ongoing guidance to a company or its founders for payment or equity, rather than a single informal chat. Common cases include a board advisor helping a startup shape strategy, a technical specialist supporting a product build, or an experienced operator guiding a founder through a funding round with investors. Putting the arrangement in writing before the engagement starts fixes the scope, the monthly hours expected, and how the relationship ends, so neither side is left guessing once work is underway.

What should an advisory agreement include?

A workable advisory agreement covers a consistent set of terms so both parties know where they stand:

• Scope of services. A schedule describing the advice and any limits on what the advisor is responsible for.
• Time commitment. The hours or days expected each month, so the amount of input is clear.
• Fees or equity. Whether the advisor is paid cash, granted share options, or both, and when payment falls due.
• Vesting. Where equity is used, how and when it vests over the engagement, often monthly with a cliff, so a departing advisor keeps only what they have earned.
• Independent status. Confirmation that the advisor acts as an independent contractor, not an employee, which sets the IR35 position and keeps tax and pension responsibilities clear.
• IP ownership. Assignment of reports, models and strategies to the company in writing.
• Confidentiality and privacy. Protection for sensitive business information and any personal data the advisor handles, with data use aligned to the company's privacy policy.
• Term and termination. The length of the relationship and how either party ends it.

How do advisor equity and vesting work?

Many startups reward an advisor with share options instead of cash, particularly at an early stage where cash is scarce. The agreement should record the size of the grant and a vesting schedule, so the advisor earns the equity across the months they actually contribute. A typical structure vests options monthly over one or two years, sometimes with a short cliff before the first tranche vests. Founders should check the terms line up with the company's articles and any option scheme before signing, since the allotment of shares has to follow the statutory rules under the Companies Act 2006.

Advisors in technology and community roles

The way you use this template shifts with the kind of advisor you bring in. A technology advisor guiding a product build will want the IP and confidentiality clauses drafted tightly, since the deliverables carry real commercial value. An advisor opening doors across a sector or community leans more on time commitment and equity than on written output. Set the scope and resources you expect from each, so the agreement reflects the actual work rather than a generic template. Whether you are drafting in 2026 or updating an older arrangement, the same core terms apply.

How do you complete and sign the agreement?

Fill in the schedule of services, name the parties, set the fee or equity terms and the monthly time commitment, then account for confidential information and IP. Once both sides are happy, sign and date the agreement so it takes effect on a clear start date. If you would rather engage the person as a contractor delivering defined work rather than an ongoing advisor, our consultancy agreement template covers that arrangement, and you can browse related documents across our template library.

Advisory agreement or consultancy agreement?

An advisory agreement suits a light-touch, ongoing relationship where someone lends judgement and connections, often for equity. A consultancy agreement suits a contractor delivering a specific piece of work for a fee, where IR35 status and deliverables carry more weight. Pick the one that matches the amount of hands-on work involved and how the person is paid.