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Startup Advisor Equity Agreement Template for Canada

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Key Requirements PROMPT example:

Startup Advisor Equity Agreement

"I need a Startup Advisor Equity Agreement for a technical advisor who will help with our AI product development, offering 1% equity vesting over 2 years with a 6-month cliff, including strong IP protection clauses since they'll have access to our core technology."

Document background
The Startup Advisor Equity Agreement is essential for Canadian startups seeking to formally engage advisors while offering equity as compensation. This document becomes necessary when a company wants to bring on experienced individuals in an advisory capacity and compensate them with equity instead of or in addition to cash. It addresses key aspects required under Canadian law, including securities regulations, corporate governance requirements, and tax implications of equity compensation. The agreement typically includes detailed terms about the advisory services, equity vesting schedules, confidentiality provisions, and intellectual property protection. It's particularly crucial for early-stage companies in Canada looking to leverage expertise while preserving cash resources, ensuring both parties have clear expectations and legal protections in place.
Suggested Sections

1. Parties: Identification of the Company and the Advisor, including full 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 'Services', 'Shares', 'Vesting Period', etc.

4. Appointment and Services: Formal appointment of advisor and detailed description of advisory services to be provided

5. Term and Termination: Duration of the advisory relationship and conditions for termination

6. Equity Compensation: Details of equity grant, including number of shares or options, vesting schedule, and exercise price if applicable

7. Vesting Terms: Specific vesting conditions, cliff period, and acceleration provisions

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Intellectual Property: Assignment and protection of IP rights related to advisory services

10. Independent Contractor Status: Clarification that advisor is an independent contractor, not an employee

11. Representations and Warranties: Standard representations from both parties regarding capacity and authority

12. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures

Optional Sections

1. Non-Competition: Restrictions on advisor's involvement with competing businesses, used when advisor has access to sensitive competitive information

2. Non-Solicitation: Restrictions on soliciting company employees or customers, used when advisor has significant contact with key stakeholders

3. Board Observer Rights: Rights to attend board meetings, used for senior advisors with strategic involvement

4. Expense Reimbursement: Terms for reimbursing advisor expenses, used when travel or other expenses are anticipated

5. Additional Services: Framework for engaging advisor for services beyond standard advisory role, used when additional consulting work is likely

6. Equity Top-Up Provisions: Terms for additional equity grants based on performance, used for long-term advisory relationships

Suggested Schedules

1. Schedule A - Advisory Services: Detailed description of specific advisory services, expectations, and time commitments

2. Schedule B - Equity Terms: Detailed terms of equity compensation, including vesting schedule and any conditions

3. Schedule C - Confidentiality Agreement: Comprehensive confidentiality terms and requirements

4. Appendix 1 - Share Option Agreement: Standard form of share option agreement if options are being granted

5. Appendix 2 - IP Assignment: Formal intellectual property assignment documentation

6. Appendix 3 - Accredited Investor Certificate: Required documentation for securities law compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





























Clauses

























Relevant Industries

Technology

Software Development

Biotechnology

Clean Technology

Financial Technology

E-commerce

Digital Media

Healthcare Technology

Artificial Intelligence

Blockchain

Consumer Internet

Enterprise Software

Manufacturing Technology

Educational Technology

Relevant Teams

Legal

Executive Leadership

Human Resources

Finance

Corporate Development

Board of Directors

Corporate Governance

Operations

Relevant Roles

CEO

Founder

Co-founder

Chief Legal Officer

General Counsel

Corporate Secretary

Board Member

Chief Financial Officer

VP of Operations

Director of Human Resources

Startup Advisor

Industry Expert

Technical Advisor

Strategic Advisor

Financial Advisor

Marketing Advisor

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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