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STARTUP LEGAL

Advisor Agreement Template
Standard Terms & Free Template

What advisors actually do, how much equity they deserve, and a template you can customize in 30 minutes. No legalese, no signup.

What Advisors Actually Do (and Don't Do)

Let's clear up the biggest misconception about startup advisors: they are not co-founders. They are not employees. They are not investors. An advisor is someone who provides strategic guidance, industry connections, and credibility in exchange for a small equity stake.

A good advisor does three things. First, they open doors -- introductions to potential customers, investors, or partners that you couldn't get on your own. Second, they provide pattern matching -- they've seen your specific challenges before and can help you avoid common mistakes. Third, they lend credibility -- their name on your advisory board signals to investors and customers that serious people believe in what you're building.

What advisors don't do: they don't build your product, they don't sell for you, they don't manage your team, and they don't replace a co-founder. If you need someone doing actual work, that's a contractor, an employee, or a venture studio partner -- not an advisor.

We've seen startups in Miami give away 5-8% of their company to "advisors" who attended two dinners and never made a single introduction. Don't be that founder. Structure the relationship properly from day one.

Standard Advisor Equity

Advisor equity depends on three factors: the advisor's level of involvement, the stage of your company, and what they bring to the table. Here are the standard ranges used by accelerators and venture studios across South Florida and beyond:

Informal Advisor (0.25% - 0.5%)

This is someone you call once a month for 30 minutes. They answer questions, give feedback on your pitch, maybe make one or two introductions per quarter. Low commitment, low equity. Think of it as paying for expertise on tap.

Standard Advisor (0.5% - 1%)

Monthly meetings, regular introductions, available for ad-hoc questions, attends a board meeting quarterly. This is the most common advisory tier. They're actively engaged in your success but it's not consuming a significant portion of their time -- maybe 2-5 hours per month.

Heavy-Involvement Advisor (1% - 2%)

This person is practically a part-time team member. Weekly calls, active customer introductions, hands-on help with fundraising or product strategy, possibly attending customer meetings. 5-10+ hours per month. At this level, make sure you're not actually looking for a co-founder instead.

Stage matters too. Pre-seed and seed-stage startups typically offer equity at the higher end of these ranges because the risk is higher and the advisor's impact is proportionally larger. Series A and beyond, advisor equity drops because the company is more established and the advisor's marginal impact is smaller.

Vesting: 2 Years, Monthly

Advisor equity should always vest. The standard advisor vesting schedule is different from employee/founder vesting:

  • Duration: 2 years (vs 4 years for employees)
  • Vesting frequency: Monthly or quarterly
  • Cliff: Optional. Some use a 3-month cliff; many have no cliff at all

The shorter vesting period makes sense because advisory relationships are inherently less permanent than employment. Two years gives enough time to evaluate the relationship while not locking either party into a multi-year commitment.

Without vesting, you might give an advisor 1% on day one, they disappear after two months, and they keep the full 1%. With monthly vesting over 2 years, they'd only have earned 0.08% -- a much fairer outcome.

Advisor Agreement Template

Here's a straightforward advisor agreement template covering the essential clauses. Customize the brackets to fit your situation.

ADVISOR AGREEMENT
[Company Name] -- Advisory Agreement
1. SCOPE OF ADVISORY
Advisor agrees to provide strategic guidance to the Company in the area of [domain/expertise]. This includes [monthly meetings / introductions to potential customers / fundraising guidance / product feedback]. Advisor will dedicate approximately [X] hours per month to advisory activities.
2. EQUITY COMPENSATION
In consideration for advisory services, the Company shall grant Advisor [X]% of the Company's fully-diluted equity in the form of [stock options / restricted stock / membership units]. This grant is subject to the vesting schedule described in Section 3.
3. VESTING
Advisor equity shall vest over 24 months on a monthly basis, beginning on the Effective Date. [Optional: A 3-month cliff shall apply, meaning no equity vests until the 3-month anniversary.] Vesting ceases upon termination of this agreement. Unvested equity is forfeited.
4. CONFIDENTIALITY
Advisor agrees to keep confidential all non-public information shared by the Company, including business plans, financial data, customer lists, product roadmaps, and proprietary technology. This obligation survives termination of the agreement for a period of 2 years.
5. TERM & TERMINATION
This agreement shall remain in effect for 24 months from the Effective Date, unless terminated earlier. Either party may terminate with 30 days written notice. Upon termination, vested equity is retained; unvested equity is forfeited.
6. RELATIONSHIP
Advisor is an independent contractor, not an employee, officer, or agent of the Company. Advisor has no authority to bind the Company. Advisor may provide services to other companies, including competitors, unless otherwise agreed in writing.

Legal disclaimer: This template is provided for informational and educational purposes only. It is not legal advice and does not create an attorney-client relationship. Every startup's situation is unique. Consult a qualified attorney before signing any agreement. Awasero is a software company based in Miami, FL -- not a law firm.

When Advisors Are Worth It vs When They're Not

Worth it: An advisor with 20 years in healthcare who can introduce you to 10 hospital CTOs is worth 1%. An advisor who ran a successful exit in your exact space and can help you avoid their mistakes is worth 1%. An advisor who sits on the board of your target enterprise customer is priceless.

Not worth it: A "business coach" with no specific industry expertise. A retired executive who wants the title but won't make introductions. A fellow founder who's busy with their own company and will give you generic startup advice you can get from a podcast.

The test is simple: after three months, has the advisor made at least one introduction that led to a meaningful conversation? Have they given you advice that changed a decision you were about to make? If not, the relationship isn't working, and that's OK -- that's why you have vesting.

Before bringing on advisors, make sure your fundamentals are solid. Start with your one-page business plan, get clear on your equity structure, and know what specific gaps you need an advisor to fill.

Ready to move from planning to building? Email us at partners@awasero.com or explore our venture studio model.

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Beyond Advice -- Let's Build

Advisors open doors. We build what's behind them. Full technical team, equity-only partnership, from Miami.