Advisor Agreement

(Company) engages (Advisor) from What date does this agreement take effect?.

Advisor will provide these services and availability: Describe the advisory work, expected availability, and service dates.. Advisor acts as an independent contractor and has no authority to bind Company. Advisor will disclose conflicts and obtain necessary employer or institutional permissions before beginning. No third party’s confidential information may be used in the work.

Company will provide the following cash compensation, approved expenses, or proposed equity: State cash fees, expense rules, and any proposed equity grant with vesting and required approvals.. Any equity grant requires board approval and signed grant documents stating the number and type of securities, exercise price, vesting schedule, service conditions, and treatment on termination. This agreement alone does not issue securities or promise a particular tax result. No other compensation is due unless agreed in writing. Advisor is responsible for taxes on compensation, subject to mandatory withholding.

Advisor assigns to Company all rights in work product created specifically in performing the services, excluding the pre-existing materials listed here: List retained pre-existing materials and their license terms, or state none.. Advisor will reasonably assist Company in documenting those rights at Company’s expense. To the extent permitted by law, Advisor waives moral rights in assigned work. Advisor grants Company a perpetual, worldwide, transferable, sublicensable, royalty-free license to use any approved prior materials incorporated into the work as needed to use that work. No third-party material may be incorporated without Company’s written approval and adequate rights.

Advisor will use Company’s nonpublic information only to perform the services, protect it with reasonable care, and disclose it only to approved people bound by equivalent duties. These duties exclude information Advisor can establish was already lawfully known, became public without breach, was independently developed, or was lawfully received without restriction. Legally compelled disclosure is permitted with prior notice where lawful and reasonable help seeking protection.

Nothing restricts protected reports to government officials or a lawyer. Under 18 U.S.C. § 1833(b), an individual is immune from federal and state trade-secret liability for a confidential disclosure to a government official or attorney solely to report or investigate a suspected legal violation, or in a complaint or other document filed under seal. An individual suing for retaliation for reporting a suspected violation may disclose the secret to counsel and use it in court if documents containing it are filed under seal and disclosure otherwise occurs only under court order.

Either party may end the engagement by written notice. Company pays earned compensation and approved expenses through termination; equity is governed by the signed grant documents. Advisor must promptly return or delete Company property and information, retaining only legally required records under continuing confidentiality. Ownership, confidentiality, earned payment rights, and applicable grant terms survive. Company may use Advisor’s name or likeness publicly only with Advisor’s written consent.

The law of This step records the law. governs this agreement, without regard to its conflict-of-laws rules.

Except for a claim within a small-claims court's jurisdiction and a claim that law does not permit to be arbitrated, any dispute arising out of or relating to this agreement, including its formation, interpretation, breach, or termination, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in This step records the seat., and conducted confidentially. The arbitrator applies the same law and may award the same remedies a court could. Either party may ask a court of competent jurisdiction for temporary or provisional relief in aid of arbitration, and judgment on the award may be entered in any court of competent jurisdiction. Nothing in this paragraph waives a right that applicable law makes nonwaivable.

Notice details: This agreement and signed equity documents state the entire arrangement. Amendments must be signed by both parties. Neither party may assign without the other’s consent, except Company to a successor assuming its obligations. Invalid provisions are severed to the necessary extent. Counterparts and electronic signatures are effective.

Company: ____________________ Name and title: ____________________ Date: ____________________

Advisor: ____________________ Date: ____________________