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Advisor Equity Agreement
"I need an Advisor Equity Agreement for my Philippines-based tech startup, where we're bringing on a technical advisor who will help with AI development and receive 1% equity vesting over 2 years, with a 6-month cliff period starting March 2025."
1. Parties: Identification of the Company and the Advisor, including complete legal names and addresses
2. Background: Context of the agreement, including the company's desire to engage the advisor and the advisor's qualifications
3. Definitions: Key terms used throughout the agreement, including technical and legal definitions
4. Appointment and Services: Scope of advisory services, responsibilities, and term of engagement
5. Equity Compensation: Details of equity grant, including type of shares, number of shares, and vesting schedule
6. Vesting Terms: Specific conditions and timeline for equity vesting, including any cliff periods and acceleration provisions
7. Advisor's Representations and Warranties: Advisor's confirmations regarding capacity, conflicts, and qualifications
8. Company's Representations and Warranties: Company's confirmations regarding authority, share issuance, and corporate status
9. Confidentiality: Protection of confidential information and trade secrets
10. Intellectual Property Rights: Ownership and assignment of IP created during the advisory relationship
11. Term and Termination: Duration of the agreement and grounds for termination
12. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Non-Competition: Restrictions on advisor's involvement with competing businesses, include when advisor has access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or customers, include when advisor has significant contact with key stakeholders
3. Tax Matters: Specific tax-related provisions and responsibilities, include when advisor is foreign or complex tax implications exist
4. Board Observer Rights: Rights to attend board meetings, include when advisor is senior or strategic to the business
5. Dispute Resolution: Specific arbitration or mediation procedures, include when parties prefer alternative dispute resolution
6. Multiple Advisors: Provisions for coordination with other advisors, include when company has multiple advisors
7. Performance Metrics: Specific performance targets or expectations, include when equity vesting is tied to performance
1. Schedule A - Services Description: Detailed outline of advisory services and specific responsibilities
2. Schedule B - Equity Grant Details: Specific terms of equity compensation, including number of shares, class, and valuation
3. Schedule C - Vesting Schedule: Detailed vesting timeline and conditions
4. Schedule D - Share Restrictions: Limitations and conditions on share ownership and transfer
5. Schedule E - Confidential Information: Specific categories of confidential information covered by the agreement
6. Appendix 1 - Board Resolutions: Copy of relevant board resolutions approving the equity grant
7. Appendix 2 - Share Certificate: Form of share certificate to be issued
8. Appendix 3 - Securities Law Compliance: Required disclosures and acknowledgments under Philippine securities laws
Authors
Advisor
Advisory Services
Affiliate
Applicable Law
Board of Directors
Business Day
Cause
Change of Control
Company
Competitor
Confidential Information
Effective Date
Equity Securities
Fair Market Value
Fully Diluted Basis
Good Reason
Intellectual Property Rights
Material Adverse Effect
Option Shares
Ordinary Shares
Person
Philippine SEC
Proprietary Information
Restricted Business
Securities
Services
Share Capital
Shareholder
Share Certificate
Stock Option Plan
Subscription Price
Term
Territory
Trade Secrets
Transaction Documents
Unvested Shares
Vested Shares
Vesting Date
Vesting Period
Vesting Schedule
Services
Term
Equity Compensation
Vesting
Share Restrictions
Service Commitment
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Representations and Warranties
Termination
Assignment
Indemnification
Securities Compliance
Board Participation
Expenses
Tax Obligations
Notice
Amendment
Governing Law
Dispute Resolution
Entire Agreement
Severability
Force Majeure
Further Assurances
Counterparts
Technology
Financial Services
E-commerce
Healthcare
Education Technology
Manufacturing
Professional Services
Real Estate
Renewable Energy
Consumer Goods
Agriculture Technology
Telecommunications
Biotechnology
Digital Media
Software Development
Legal
Human Resources
Finance
Executive Management
Corporate Governance
Compliance
Board of Directors
Company Secretariat
Business Development
Strategy
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Head of Human Resources
Chief Financial Officer
Board Member
Startup Founder
Managing Director
Business Development Director
Technical Advisor
Industry Expert
Strategic Consultant
Investment Advisor
Technology Advisor
Executive Chairman
General Counsel
Compliance Officer
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