Sample Advisor Agreement

This Advisor Agreement, dated effective ............................., 201......

(this “Agreement”), is made and entered into by and among

.................................................... [name of the company] (the

“Company”) and [name of advisor] (the “advisor”).

ARTICLE 1

SCOPE OF WORK

1.1 Services. The Company has engaged Advisor to provide

services in connection with the Company’s [summary of the project

or business of the Company]. Advisor will [summary of the services

Advisor is to provide], and such other services as described in Exhibit

A (collectively, the “advisory services”).

1.2 Time and Availability. Advisor will devote .............. hours per

month in performing the services for the Company as stated herein.

Advisor shall have discretion in selecting the dates and times it

performs such advisory services throughout the month giving due

regard to the needs of the Company’s business. If the Company

deems it necessary for the Advisor to provide more than ..............

hours in any month, Advisor is not obligated to undertake such work

until the Advisor and Company have agreed on a rate of

compensation. [The time devoted can be hours per day, per week,

or per year. The Company may also elect to pay a at monthly fee

regardless of hours, but the Company should be cautious of this

approach.]

1.3 Condentiality. In order for Advisor to perform the Advisory

services, it may be necessary for the Company to provide Advisor

with Condential Information (as dened below) regarding

the Company’s business and products. The Company will rely

heavily upon Advisor’s integrity and prudent judgment to use this

information only in the best interests of the Company.

1.4 Standard of Conduct. In rendering Advisory services under this

Agreement, Advisor shall conform to high professional standards

of work and business ethics. Advisor shall not use time, materials,

or equipment of the Company without the prior written consent of

the Company. In no event shall Advisor take any action or accept

any assistance or engage in any activity that would result in any

university, governmental body, research institute or other person,

entity, or organization acquiring any rights of any nature in the results

of work performed by or for the Company.

1.5 Outside Services. Advisor shall not use the service of any other

person, entity, or organization in the performance of Advisor’s duties

without the prior written consent of an ofcer of the Company.

Should the Company consent to the use by Advisor of the services

of any other person, entity, or organization, no information regarding

the services to be performed under this Agreement shall be

disclosed to that person, entity, or organization until such person,

entity, or organization has executed an agreement to protect the

condentiality of the Company’s Condential Information (as

dened in Article 5) and the Company’s absolute and complete

ownership of all right, title, and interest in the work performed under

this Agreement.

ARTICLE 2

INDEPENDENT CONTRACTOR

2.1 Independent Contractor. Advisor is an independent contractor

and is not an employee, partner, or co-venturer of, or in any other

service relationship with, the Company. The manner in which

Advisor’s services are rendered shall be within Advisor’s sole control

and discretion. Advisor is not authorized to speak for, represent,

or obligate the Company in any manner without the prior express

written authorization from an ofcer of the Company.

2.2 Taxes. Advisor shall be responsible for all taxes arising from

compensation and other amounts paid under this Agreement,

and shall be responsible for all payroll taxes and fringe benets of

Advisor’s employees. Neither federal, nor state, nor local income

tax, nor payroll tax of any kind, shall be withheld or paid by the

Company on behalf of Advisor or his/her employees. Advisor

understands that he/she is responsible to pay, according to law,

Advisor’s taxes and Advisor shall, when requested by the Company,

properly document to the Company that any and all federal and

state taxes have been paid.

2.3 Benets. Advisor and Advisor’s employees will not be eligible

for, and shall not participate in, any employee pension, health,

welfare, or other fringe benet plan of the Company. No workers’

compensation insurance shall be obtained by Company covering

Advisor or Advisor’s employees.

1.6 Reports. Advisor shall periodically provide the Company with

written reports of his or her observations and conclusions regarding

the advisory services. Upon the termination of this Agreement,

Advisor shall, upon the request of Company, prepare a nal report

of CAdvisor’s activities.

ARTICLE 3

COMPENSATION FOR Advisory SERVICES

3.1 Compensation. The Company shall pay to Advisor $..........................

per month for services rendered to the Company under this

Agreement. The monthly compensation shall be paid on the rst

of the month following the month the services were provided. The

monthly compensation shall be paid regardless of the number of

Advisory hours provided by Advisor in a particular month. [Another

option is to pay hourly and require monthly time documentation.

The monthly compensation would be reduced by the hourly rate

for the number of hours less than the devoted hours.]

3.2 Reimbursement. The Company agrees to reimburse

Advisor for all actual reasonable and necessary expenditures,

which are directly related to the Advisory services. These

expenditures include, but are not limited to, expenses related to

travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis,

mileage, etc.), telephone calls, and postal expenditures. Expenses

incurred by Advisor will be reimbursed by the Company within 15

days of Advisor’s proper written request for reimbursement.

ARTICLE 4

TERM AND TERMINATION

4.1 Term. This Agreement shall be effective as of ...............................,

201...., and shall continue in full force and effect for ......... consecutive

months. The Company and Advisor may negotiate to extend the

term of this Agreement and the terms and conditions under which

the relationship shall continue.

4.2 Termination. The Company may terminate this Agreement

for “Cause,” after giving Advisor written notice of the reason. Cause

means: (1) Advisor has breached the provisions of Article 5 or 7 of

this Agreement in any respect, or materially breached any other

provision of this Agreement and the breach continues for 30 days

following receipt of a notice from the Company; (2) Advisor has

committed fraud, misappropriation, or embezzlement in connection

with the Company’ s business; (3) Advisor has been convicted of a

felony; or (4) Advisor’s use of narcotics, liquor, or illicit drugs has a

detrimental effect on the performance of his or her employment

responsibilities, as determined by the Company.

4.3 Responsibility upon Termination. Any equipment provided by

the Company to the Advisor in connection with or furtherance of

Advisor’s services under this Agreement, including, but not limited

to, computers, laptops, and personal management tools, shall,

immediately upon the termination of this Agreement, be returned

to the Company.

4.4 Survival.

The provisions of Articles 5, 6, 7, and 8 of this Agreement

shall survive the termination of this Agreement and remain in full

force and effect thereafter.

ARTICLE 5

CONFIDENTIAL INFORMATION

5.1 ObligationofCondentiality. In performing Advisory services

under this Agreement, Advisor may be exposed to and will be required

to use certain “Condential Information” (as hereinafter dened)

of the Company. Advisor agrees that Advisor will not and Advisor’s

employees, agents, or representatives will not use, directly or indirectly,

such Condential Information for the benet of any person, entity, or

organization other than the Company, or disclose such Condential

Information without the written authorization of the President of the

Company, either during or after the term of this Agreement, for as

long as such information retains the characteristics of Condential

Information.

5.2 Denition. “Condential Information” means information

not generally known and proprietary to the Company or to a

third party for whom the Company is performing work, including,

without limitation, information concerning any patents or trade

secrets, condential or secret designs, processes, formulae, source

codes, plans, devices or material, research and development,

proprietary software, analysis, techniques, materials, or designs

(whether or not patented or patentable), directly or indirectly

useful in any aspect of the business of the Company, any vendor

names, customer and supplier lists, databases, management

systems and sales and marketing plans of the Company, any

condential secret development or research work of the Company,

or any other condential information or proprietary aspects of the

business of the Company. All information which Advisor acquires

or becomes acquainted with during the period of this Agreement,

whether developed by Advisor or by others, which Advisor has a

reasonable basis to believe to be Condential Information, or which

is treated by the Company as being Condential Information, shall

be presumed to be Condential Information.

5.3 Property of the Company. Advisor agrees that all plans,

manuals, and specic materials developed by the Advisor on

behalf of the Company in connection with services rendered under

this Agreement, are and shall remain the exclusive property of

the Company. Promptly upon the expiration or termination of this

Agreement, or upon the request of the Company, Advisor shall

return to the Company all documents and tangible items, including

samples, provided to Advisor or created by Advisor for use in

connection with services to be rendered hereunder, including,

without limitation, all Condential Information, together with all

copies and abstracts thereof.

ARTICLE 6

RIGHTS AND DATA

All drawings, models, designs, formulas, methods, documents,

and tangible items prepared for and submitted to the Company

by Advisor in connection with the services rendered under this

Agreement shall belong exclusively to the Company and shall be

deemed to be works made for hire (the “Deliverable Items”). To the

extent that any of the Deliverable Items may not, by operation of

law, be works made for hire, Advisor hereby assigns to the Company

the ownership of copyright or mask work in the Deliverable Items,

and the Company shall have the right to obtain and hold in its own

name any trademark, copyright, or mask work registration, and any

other registrations and similar protection which may be available

in the Deliverable Items. Advisor agrees to give the Company or its

designees all assistance reasonably required to perfect such rights.

ARTICLE 7

CONFLICT OF INTEREST AND NON-SOLICITATION

7.1 Conict of Interest. Advisor covenants and agrees not to

consult or provide any services in any manner or capacity to a direct

competitor of the Company during the duration of this Agreement

unless express written authorization to do so is given by the

Company’s President. A direct competitor of the Company for

purposes of this Agreement is dened as any individual, partnership,

corporation, and/or other business entity that engages in the business

of [dene business – substantially similar to what is provided at

Section 1.1] within ............. miles of the [facility, headquarters, etc.].

7.2 Non-Solicitation. Advisor covenants and agrees that

during the term of this Agreement, Advisor will not, directly or

indirectly, through an existing corporation, unincorporated business,

afliated party, successor employer, or otherwise, solicit, hire for

employment or work with, on a part-time, Advisory, advising, or

any other basis, other than on behalf of the Company any employee

or independent contractor employed by the Company while Advisor

is performing services for the Company.

ARTICLE 8

RIGHT TO INJUNCTIVE RELIEF

Advisor acknowledges that the terms of Articles 5, 6, and 7 of this

Agreement are reasonably necessary to protect the legitimate

interests of the Company, are reasonable in scope and duration,

and are not unduly restrictive. Advisor further acknowledges that a

breach of any of the terms of Articles 5, 6, or 7 of this Agreement will

render irreparable harm to the Company, and that a remedy at law

for breach of the Agreement is inadequate, and that the Company

shall therefore be entitled to seek any and all equitable relief,

including, but not limited to, injunctive relief, and to any other remedy

that may be available under any applicable law or agreement

between the parties. Advisor acknowledges that an award of

damages to the Company does not preclude a court from ordering

injunctive relief. Both damages and injunctive relief shall be proper

modes of relief and are not to be considered as alternative remedies.

ARTICLE 9

GENERAL PROVISIONS

9.1 Construction of Terms. If any provision of this Agreement is

held unenforceable by a court of competent jurisdiction, that

provision shall be severed and shall not affect the validity or

enforceability of the remaining provisions.

9.2 Governing Law. This Agreement shall be governed by and

construed in accordance with the internal laws (and not the laws of

conicts) of the State of [governing law].

9.3 Complete Agreement. This Agreement constitutes the

complete agreement and sets forth the entire understanding and

agreement of the parties as to the subject matter of this Agreement

and supersedes all prior discussions and understandings in respect

to the subject of this Agreement, whether written or oral.

9.4 Dispute Resolution. If there is any dispute or controversy

between the parties arising out of or relating to this Agreement, the

parties agree that such dispute or controversy will be arbitrated

in accordance with proceedings under American Arbitration

Association rules, and such arbitration will be the exclusive dispute

resolution method under this Agreement. The decision and award

determined by such arbitration will be nal and binding upon both

parties. All costs and expenses, including reasonable attorney’s

fees and expert’s fees, of all parties incurred in any dispute that is

determined and/or settled by arbitration pursuant to this Agreement

will be borne by the party determined to be liable in respect of such

dispute; provided, however, that if complete liability is not assessed

against only one party, the parties will share the total costs in

proportion to their respective amounts of liability so determined.

Except where clearly prevented by the area in dispute, both parties

agree to continue performing their respective obligations under this

Agreement until the dispute is resolved.

9.5 Modication. No modication, termination, or attempted

waiver of this Agreement, or any provision thereof, shall be valid

unless in writing signed by the party against whom the same is

sought to be enforced.

9.6 Waiver of Breach. The waiver by a party of a breach of any

provision of this Agreement by the other party shall not operate or

be construed as a waiver of any other or subsequent breach by the

party in breach.

9.7 Successors and Assigns. This Agreement may not be assigned

by either party without the prior written consent of the other party;

provided, however, that the Agreement shall be assignable by the

Company without Advisor’s consent in the event the Company is

acquired by or merged into another corporation or business entity.

The benets and obligations of this Agreement shall be binding upon

and inure to the parties hereto, their successors and assigns.

9.8 NoConict. Advisor warrants that Advisor has not previously

assumed any obligations inconsistent with those undertaken by

Advisor under this Agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the date

set forth above.

(Company Address)

By :

Its:

By :

Its:

[COMPANY] [Advisor]