Startup Advisor Agreement
Engages an advisor for a startup — typical 0.1-1.0% equity, 2-year vesting, defined commitment, IP and confidentiality.
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STARTUP ADVISOR AGREEMENT This Startup Advisor Agreement (this "Agreement") is entered into and effective as of May 7, 2026 (the "Effective Date") between: COMPANY: Apexa Robotics, Inc. Address: 1209 Orange Street, Wilmington, DE 19801 ADVISOR: Dr. Catherine M. Wallace Address: 4801 Stanford Avenue, Palo Alto, CA 94306 ═══════════════════════════════════════════════════════════════════════ 1. ADVISOR ROLE ═══════════════════════════════════════════════════════════════════════ Advisor's background: PhD Robotics (Stanford 2008); 10+ years at Boston Dynamics (Director of Engineering); current advisor to two robotics startups (Series A and B); IEEE Fellow; published 35+ peer-reviewed papers on autonomous systems. Advisor agrees to provide advisory services to the Company in the role of technical advisor (the "Advisor Role"). ═══════════════════════════════════════════════════════════════════════ 2. SERVICES AND COMMITMENT ═══════════════════════════════════════════════════════════════════════ Advisor commits to: - Monthly 1-hour call with CEO/CTO covering technical roadmap and engineering challenges. - 5-10 introductions to potential customers, hires, or follow-on investors over the agreement term. - Review and feedback on quarterly product roadmap and major architecture decisions. - 2-3 hours of email/Slack support per month for ad-hoc questions. - Pitch deck review and feedback before next fundraise. - Conference networking and industry profile-raising for the company (mentions, panels, podcasts). Time commitment level: standard. ═══════════════════════════════════════════════════════════════════════ 3. EQUITY COMPENSATION ═══════════════════════════════════════════════════════════════════════ In consideration of Advisor's services, the Company shall grant Advisor a stock option (or restricted stock units, at the Company's option) for 0.5% of the Company's fully-diluted equity (the "Advisor Equity"), measured as of the Effective Date. The Advisor Equity is subject to standard option / RSU paperwork (notice of grant, stock option agreement, exercise mechanics) executed within 30 days of the Effective Date. Vesting: 2-year monthly vesting (1/24th per month). No cliff. This is the industry-standard advisor vesting. The Vesting Start Date is the Effective Date. Vesting continues so long as Advisor is providing services under this Agreement. ═══════════════════════════════════════════════════════════════════════ 4. NO EMPLOYMENT RELATIONSHIP ═══════════════════════════════════════════════════════════════════════ Advisor is an independent contractor and not an employee of the Company. Advisor is not entitled to: (a) employee benefits (health insurance, retirement plans, paid time off); (b) tax withholding (Advisor is responsible for self-employment taxes); (c) any salary, hourly compensation, or wages. Advisor's relationship to the Company is consultative and advisory; Advisor has no authority to bind the Company or its employees. ═══════════════════════════════════════════════════════════════════════ 5. EXPENSES AND TRAVEL ═══════════════════════════════════════════════════════════════════════ Company reimburses Advisor for reasonable, pre-approved business expenses incurred on behalf of the company, including travel for in-person meetings, conferences, and customer visits. Per diem allowance of $200/day for travel days. Advisor submits monthly expense report with receipts. ═══════════════════════════════════════════════════════════════════════ 6. CONFIDENTIALITY ═══════════════════════════════════════════════════════════════════════ Advisor shall keep all non-public information about the Company confidential, including business plans, technology, customer lists, financial information, and any other proprietary information. Confidentiality obligations survive termination and continue indefinitely as to trade secrets. Advisor acknowledges that, as an advisor to multiple companies, Advisor may receive confidential information from competing or adjacent ventures. Advisor agrees not to use Company confidential information for any other party's benefit, and not to share competing-company information with the Company. ═══════════════════════════════════════════════════════════════════════ 7. INTELLECTUAL PROPERTY ASSIGNMENT ═══════════════════════════════════════════════════════════════════════ Any intellectual property developed by Advisor specifically for the Company in the course of providing services under this Agreement is assigned to the Company. This includes: (a) ideas suggested in advisory sessions; (b) code, designs, or written materials prepared specifically for the Company; (c) introductions and referrals (which become Company relationships). Advisor's preexisting IP, generally applicable knowledge, and IP developed for other parties are NOT assigned. The Company receives a royalty-free license to use Advisor's preexisting IP only as embodied in deliverables specifically created for the Company. ═══════════════════════════════════════════════════════════════════════ 8. NON-COMPETE AND CONFLICTS ═══════════════════════════════════════════════════════════════════════ Advisor may serve as an advisor to other startups, including in similar industries, provided Advisor: (a) discloses such other engagements to the Company; (b) does not share Company confidential information with other engagements; (c) recuses from advising another company on matters that would be a direct competitive threat to the Company. Advisor shall not: (a) join a direct competitor as employee or executive during the term; (b) actively solicit Company employees for any other venture; (c) actively solicit Company customers for a competing product. ═══════════════════════════════════════════════════════════════════════ 9. TERM AND TERMINATION ═══════════════════════════════════════════════════════════════════════ The initial term of this Agreement is 2 years from the Effective Date, automatically renewing for additional 1-year terms unless either party provides 30 days written notice of non-renewal. Either party may terminate this Agreement at any time, with or without cause, upon 30 days written notice. Upon termination: - All unvested Advisor Equity is forfeited; - Vested Advisor Equity is retained, subject to standard exercise periods (typically 90 days post-termination); - Confidentiality and IP-assignment obligations survive termination. ═══════════════════════════════════════════════════════════════════════ 10. REPRESENTATIONS BY ADVISOR ═══════════════════════════════════════════════════════════════════════ Advisor represents and warrants that: (a) Advisor has the right and capacity to enter into this Agreement; (b) The Agreement does not conflict with any obligation Advisor owes to any other party; (c) Advisor's services to the Company will not infringe any third party's intellectual property rights; (d) Advisor will perform services in a professional, competent manner. ═══════════════════════════════════════════════════════════════════════ 11. GOVERNING LAW ═══════════════════════════════════════════════════════════════════════ This Agreement is governed by the laws of the State of Delaware. ═══════════════════════════════════════════════════════════════════════ 12. ENTIRE AGREEMENT ═══════════════════════════════════════════════════════════════════════ This Agreement, together with the Company's standard option/RSU paperwork, constitutes the entire agreement between the Company and Advisor regarding advisory services. ═══════════════════════════════════════════════════════════════════════ 13. COUNTERPARTS ═══════════════════════════════════════════════════════════════════════ This Agreement may be executed in counterparts, each of which is deemed an original. ═══════════════════════════════════════════════════════════════════════ EXECUTION ═══════════════════════════════════════════════════════════════════════ IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. COMPANY: ADVISOR: _______________________________ _______________________________ Apexa Robotics, Inc. Dr. Catherine M. Wallace By: _____________________________ Date: ____________________ Title: _____________________________ Date: _____________________________
About this template
A startup advisor agreement is a small but important document. The advisor model emerged from Silicon Valley as a way to engage senior industry leaders for ongoing strategic guidance, in exchange for modest equity (typically 0.1-1.0%, occasionally up to 2% for board-observer roles), without the cost or commitment of a full-time hire. The Founder Institute and Founders Fund have published widely-used templates that codified the standard terms. Industry conventions for advisor compensation, by commitment level: Minimal (0.1-0.25% equity, 1-2 hours/quarter) — typically a famous name lending credibility; Standard (0.25-0.5%, 2-4 hours/month) — the most-common arrangement; Engaged (0.5-1.0%, 4-8 hours/month) — deep involvement during critical periods; Strategic (1.0-2.0%, board observer) — significant ongoing involvement. Vesting: 2-year monthly with no cliff is industry standard for advisors (versus 4-year with 1-year cliff for full-time founders/employees). The shorter advisor vesting reflects the lower time commitment. Some companies use milestone-based vesting tied to specific deliverables (introductions, fundraising support, customer wins) — this works only if the milestones are well-defined and measurable. The most-overlooked aspects: (1) Specific deliverables — advisor agreements without specific deliverables (number of meetings, type of introductions, response time on email/Slack) tend to drift into "advisor in name only" arrangements where the advisor takes equity without delivering value. Best practice: enumerate the deliverables and review every 6 months. (2) IP assignment — advisors who suggest ideas in advisory sessions sometimes claim ownership of subsequent products built on those ideas. The agreement should explicitly assign all advisor-suggested IP to the company. (3) Conflict management — most advisors serve multiple companies; conflicts arise when an advisor advises two competitors. The agreement should require disclosure of other engagements and recusal from competitive matters. (4) Exit provisions — what happens to advisor equity if the company is acquired? Most advisor equity continues to vest under the acquirer's plan, but acceleration on acquisition is sometimes negotiated for senior advisors. (5) Section 83(b) elections — for advisors receiving restricted stock (rather than options), the same 30-day filing requirement applies. State considerations: Delaware C-Corp is standard for venture-funded startups. California Business & Professions Code §16600 generally voids non-competes; advisor non-competes in California may be unenforceable. Tax considerations: advisor equity is generally taxable as compensation (ordinary income) at vesting based on then-FMV. Stock options (incentive or non-qualified) defer the tax until exercise. RSUs are taxed at vesting. Discuss with a CPA before significant grants. ISO/NSO: advisors can receive non-qualified stock options (NSOs) but generally NOT incentive stock options (ISOs), which are reserved for employees only.
When to use it
- Engaging a senior industry expert as part-time strategic guidance.
- Adding domain expertise (medical, fintech, enterprise SaaS, etc.) to a founding team that lacks it.
- Using a famous-name advisor to add credibility for fundraising or recruiting.
- Replacing or supplementing a former employer or colleague who can't join full-time.
- Building an "advisor pool" of 3-5 advisors covering different functional areas.
What to include
- Advisor role and background.
- Equity grant (typically 0.1-2.0% based on commitment).
- Vesting (2-year monthly is industry standard).
- Specific deliverables (meetings per month, introductions, response time).
- Confidentiality and IP assignment.
- Conflict management (other advisor engagements).
- Termination and equity treatment on termination.
- Independent contractor (not employee) status.