Windward Navigator · Founder & advisor set

Advisor Agreement

Bring on an advisor for equity that vests over time — scope of help, time commitment, confidentiality and IP terms, and the vesting and acceleration mechanics, with the grant itself left to the company's approval and award paperwork.

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Advisor Agreement

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What this document does

Produces an advisor agreement with a specific scope of help, a time commitment, equity compensation that vests monthly (with an optional cliff and acceleration on a sale), confidentiality and IP terms, non-exclusivity, and termination mechanics — while leaving the actual equity grant to the company's approval and award documents.

Use it when

You are bringing on an industry advisor, a former operator, or a well-connected mentor for a small equity stake rather than cash.

Don't use it when

The person will be a director, officer, or employee; the compensation is primarily cash for defined deliverables (use the contractor agreement); or the advisor is a registered broker-dealer or will be paid for raising capital — that is a different, regulated arrangement.

What you'll need

Both parties' details, what the advisor will do and how often, the equity amount and vesting terms, and whether the company is a corporation (shares) or an LLC (units or a profits interest).

The steps

  1. Who is signing
  2. The role
  3. Compensation

Questions people ask

How much equity do advisors usually get?

Most advisor grants fall between 0.1% and 1% of fully diluted equity, vesting monthly over one to two years, with higher amounts for very early companies or unusually involved advisors. The form lets you set the number; the agreement itself does not issue the equity.

Why doesn't this agreement issue the equity?

Because an equity grant needs board or manager approval, must fit a securities-law exemption, and is documented in a stock or unit award agreement under the company's plan or company agreement. The advisor agreement sets the deal; the grant paperwork implements it.

Should the advisor file an 83(b) election?

Usually yes for restricted stock or units that vest, within 30 days of the grant. Generate the 83(b) Election package in Navigator once the grant documents are signed.

Windward Navigator documents and guides are general information and general forms for Texas businesses, not legal advice about your company, and no attorney reviews your answers unless you engage the firm. Using Navigator does not create an attorney–client relationship. Attorney advertising.

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