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1. Parties: Identification of the Company and the Advisor with complete details
2. Background: Context of the agreement, including company status and reason for engaging advisor
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Formal appointment of advisor and duration of engagement
5. Advisory Services: Detailed scope of advisory services to be provided
6. Equity Compensation: Details of equity grant, vesting schedule, and related terms
7. Confidentiality: Obligations regarding confidential information and trade secrets
8. Intellectual Property Rights: Assignment and protection of IP created during advisory period
9. Representations and Warranties: Statements of fact and promises by both parties
10. Termination: Conditions and process for ending the advisory relationship
11. Post-Termination Obligations: Continuing obligations after agreement ends
12. General Provisions: Standard legal clauses including governing law, notices, and amendments
1. Non-Competition: Restrictions on advisor's involvement with competing businesses - include if advisor has access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting company employees or customers - relevant for advisors with significant contact with team/clients
3. Foreign Exchange Compliance: Required if advisor is non-resident Indian or foreign national
4. Tax Matters: Detailed tax implications and responsibilities - important for complex equity structures
5. Board Observer Rights: If advisor is granted rights to attend board meetings
6. Dispute Resolution: Detailed arbitration or mediation procedures - recommended for high-value agreements
7. Force Majeure: Provisions for unforeseen circumstances affecting performance
1. Schedule A - Services Description: Detailed outline of advisory services and expectations
2. Schedule B - Equity Terms: Detailed terms of equity grant, including vesting schedule and conditions
3. Schedule C - Confidential Information: Specific items considered confidential information
4. Appendix 1 - Share Transfer Form: Standard form for executing share transfers
5. Appendix 2 - Deed of Adherence: For advisor to comply with shareholders agreement if applicable
6. Appendix 3 - Acceptance of Appointment: Formal acceptance of advisory role and terms
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