Startup Advisor Contract Template for Indonesia

A Startup Advisor Contract is a legally binding agreement that formalizes the relationship between an Indonesian startup and an individual advisor who provides strategic guidance and expertise. This document establishes clear terms for the advisory services, compensation, confidentiality obligations, and intellectual property rights while ensuring compliance with Indonesian legal requirements.

When do you need this document?

You need a Startup Advisor Contract when your Indonesian startup seeks to engage experienced professionals for strategic guidance. This includes situations where you're bringing on industry experts, former executives, or successful entrepreneurs to help navigate business challenges. The contract is essential when offering equity compensation to advisors, as this requires clear documentation under Indonesian corporate law. You also need this agreement when advisors will have access to confidential information or when their input could result in intellectual property creation. Additionally, if your startup is preparing for investment rounds, having formalized advisor relationships demonstrates professional governance to potential investors.

Key legal considerations

Several critical legal elements must be addressed in your advisor contract. The scope of services section should clearly define the advisor's responsibilities and time commitments to avoid misunderstandings about deliverables. Compensation clauses require careful structuring, particularly for equity arrangements, which must comply with Indonesian corporate law and may require shareholder approval. Confidentiality provisions are crucial given advisors' access to sensitive business information, and these must align with Indonesia's trade secrets protection laws. Intellectual property clauses should specify ownership of any innovations or ideas developed during the advisory period. The contract must also include proper termination procedures and address potential conflicts of interest, especially if the advisor works with competing businesses.

Legal requirements in Indonesia

Under Indonesian law, advisor contracts must comply with the Indonesian Civil Code (KUHPerdata), which governs contractual relationships and obligations. The agreement must clearly distinguish between advisory services and employment relationships as defined by Law No. 13 of 2003 on Manpower, ensuring the advisor is classified as an independent contractor rather than an employee. If equity compensation is involved, the contract must comply with Law No. 40 of 2007 on Limited Liability Companies, including proper board resolutions and shareholder approvals. Confidentiality provisions must align with Law No. 30 of 2000 on Trade Secrets for protection of business information. Any intellectual property clauses should consider Law No. 28 of 2014 on Copyright. The contract should be executed with proper witnesses as required by Indonesian law, and companies should ensure all parties have legal capacity to enter the agreement under Indonesian civil law principles.