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  Advisor Agreement

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Advisor Agreement
1.4  Advisor Agreement v1.4
Public   Published   master   master  (owner)
Permalink: https://valcu.co/users/master/doc_templates/advisor-agreement-14
Created: July 21, 2015 9:38:16 EDT | Last modified: October 6, 2016 10:17:16 EDT
 
ADVISOR AGREEMENT

Effective as of v_field_form_copy [____, 20__] (the “Effective Date”), [Advisor Name] (“Advisor”) v_field_else v_field_effective_date (the “Effective Date”), v_field_advisor_name (“Advisor”) v_field_end and v_field_company_name, a, v_field_org_state v_field_entity_type (“Company”) agree as follows:

1. Services and Payment. Advisor agrees to be a member of Company’s Advisory Board, to attend Advisory Board meetings, and to consult with and advise Company from time to time, at Company’s request (“Services”). As the only consideration due Advisor for Services, and subject to the approval of the Company’s Board of Directors or Compensation Committee, Advisor will receive the following consideration: v_field_form_copy [Advisor will be granted an option to purchase [________] shares of Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on Advisor’s first day of Services, whichever is later. The option will be subject to the terms and conditions applicable to options granted under [a stock plan and stock option agreement to be approved by the Company’s Board of Directors] [the Company’s 20__ Stock Plan] (the “Plan”), as described in the Plan and the applicable Stock Option Agreement. The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the exercise price in the event that Advisor’s Services terminate for any reason before Advisor vests in the shares. Advisor will vest in [__]% of the option shares after [__] months of continuous Services after the Effective Date, and the balance will vest in equal monthly installments over the next [__] months of continuous Services after the Effective Date, as described in the applicable Stock Option Agreement]. v_field_else v_field_custom_consideration_applicability v_field_custom_consideration_no_period. v_field_end v_field_options_applicability Advisor will be granted an option to purchase v_field_number_options shares of Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on Advisor’s first day of Services, whichever is later. The option will be subject to the terms and conditions applicable to options granted under v_field_future_plan_applicability a stock plan and stock option agreement to be approved by the Company’s Board of Directors v_field_else the Company’s v_field_plan_year Stock Plan v_field_end (the “Plan”), as described in the Plan and the applicable Stock Option Agreement. v_field_early_exercise_applicability The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the exercise price in the event that Advisor’s Services terminate for any reason before Advisor vests in the shares. v_field_end v_field_vesting_applicability v_field_custom_vesting_applicability v_field_custom_vesting v_field_else v_field_initial_vested_shares_applicability Advisor will immediately vest in v_field_vested_shares_initial_perc of the option shares when Advisor begins services after the Effective Date. v_field_end v_field_vesting_cliff_applicability Advisor will vest in v_field_vesting_cliff_perc of the option shares after v_field_vesting_cliff_periods v_field_vesting_cliff_period_type_ambipluralize of continuous service after the Effective Date. v_field_end v_field_vesting_periodic_applicability Advisor will vest in v_field_vesting_periodic_perc of the option shares when Advisor completes each v_field_vesting_periodic_period_type of continuous v_field_vesting_cliff_applicability service thereafter. v_field_else service after the Effective Date. v_field_end v_field_end v_field_end v_field_else The option shares shall be fully vested when Advisor begins services after the Effective Date. v_field_end v_field_accel_applicability v_field_custom_accel_applicability v_field_custom_accel v_field_else v_field_single_trigger_applicability In addition, if Advisor is subject to an involuntary termination, then the vesting of the option shares shall be determined by adding v_field_vesting_accel_single_trigger_periods v_field_vesting_accel_period_type_ambipluralize to, and deeming as part of, the number of periods of continuous service completed upon the date of such involuntary termination. v_field_end v_field_single_trigger_coc_applicability In addition, if the Company is subject to a change in control before Advisor’s service terminates, then the vesting of the option shares shall be determined by adding v_field_vesting_accel_single_trigger_coc_periods v_field_vesting_accel_period_type_ambipluralize to, and deeming as part of, the number of periods of continuous service completed upon the date of such change in control. v_field_end v_field_single_trigger_coc_and_double_trigger_applicability In addition, if the Company is subject to a change in control before Advisor’s service terminates, then the vesting of the option shares shall be determined by adding v_field_vesting_accel_single_trigger_coc_periods v_field_vesting_accel_period_type_ambipluralize to, and deeming as part of, the number of periods of continuous service completed upon the date of such change in control. In addition, if the Company is subject to a change in control before Advisor’s service terminates and Advisor is subject to an involuntary termination within 12 months after the change in control, then the vesting of the option shares shall be determined by adding v_field_vesting_accel_double_trigger_periods v_field_vesting_accel_period_type_ambipluralize to, and deeming as part of, the number of periods of continuous service completed upon the date of such involuntary termination. v_field_end v_field_double_trigger_applicability In addition, if the Company is subject to a change in control before Advisor’s service terminates and Advisor is subject to an involuntary termination within 12 months after the change in control, then the vesting of the option shares shall be determined by adding v_field_vesting_accel_double_trigger_periods v_field_vesting_accel_period_type_ambipluralize to, and deeming as part of, the number of periods of continuous service completed upon the date of such involuntary termination. v_field_end The definitive terms of the option shall be set forth in the applicable Stock Option Agreement. v_field_end v_field_end v_field_end v_field_founder_stock_vesting_applicability Advisor will vest in Common Stock of the Company as set forth, and in accordance with the terms, in the Stock Purchase Agreement between the Company and Advisor entered into on or about the date hereof and in connection herewith. v_field_end v_field_end Advisor shall also be entitled to reimbursement for expenses for which Advisor has received prior approval from Company.

v_field_form_copy
2. [Ownership][Inventions]. “Inventions” shall mean any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Advisor during the term of this Agreement that arise out of the Services or any Proprietary Information (as defined below). [Company shall own, and Advisor hereby assigns and agrees to assign, all right, title and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights and all other intellectual rights throughout the world) relating to any and all Inventions, and Advisor will promptly disclose and provide all Inventions to Company. Advisor shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.]
v_field_else
2. v_field_inventions_assign_applicability Ownership. v_field_else Inventions. v_field_end “Inventions” shall mean any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Advisor during the term of this Agreement that arise out of the Services or any Proprietary Information (as defined below). v_field_inventions_assign_applicability Company shall own, and Advisor hereby assigns and agrees to assign, all right, title and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights and all other intellectual rights throughout the world) relating to any and all Inventions, and Advisor will promptly disclose and provide all Inventions to Company. Advisor shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. v_field_end
v_field_end

3. Proprietary Information. Advisor agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) Advisor develops, learns or obtains during the period over which it is providing Services constitute “Proprietary Information.” Advisor will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Advisor shall not be obligated under this paragraph with respect to information Advisor can document (i) is or becomes readily publicly available without restriction through no act or omission of Advisor, or (ii) that Advisor knew without restriction prior to its disclosure by Company (including during the performance of Services by Advisor). Upon termination and as otherwise requested by Company, Advisor will promptly return to Company all items and copies containing or embodying Proprietary Information.

4. Non-Solicitation. As additional protection for Proprietary Information, Advisor agrees that during the period over which it is providing Services, and for one year thereafter, Advisor will not encourage or solicit any employee or consultant of Company to leave Company for any reason.

5. Termination. Either party may terminate this Agreement at any time, for any reason, by giving the other party fifteen (15) days’ notice. All Sections of this Agreement except for Section 1, and any remedies for breach of this Agreement, shall survive any termination or expiration.

6. Relationship of the Parties; No Conflicts. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Advisor is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, Workers’ Compensation Insurance. Advisor represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Advisor or right of any third party.

7. Miscellaneous. This Agreement and the Services performed hereunder are personal to Advisor and Advisor shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company shall be free to transfer this Agreement to a third party. Any breach of this Agreement by Advisor will cause irreparable harm to Company for which damages would not be an adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of v_field_governing_law_state without regard to the conflicts-of-laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

(Signature Page Follows)


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IN WITNESS WHEREOF, each of the parties has executed this Advisor Agreement as of the day and year first above written.

COMPANY:

V_FIELD_COMPANY_NAME_UPCASE

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v_field_else


By: ______________________________
Name: ____________________________
Title: _____________________________
v_field_end


ADVISOR:

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By: ______________________________
Name: ____________________________
Title: _____________________________
v_field_else
V_FIELD_ADVISOR_NAME_UPCASE

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By: ______________________________
Name: ____________________________
Title: _____________________________
Address: v_field_advisor_street_address
v_field_advisor_city_state_zip
v_field_end
v_field_end
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v_field_form_copy v_field_else ├── v_field_effective_date └── v_field_advisor_name v_field_end v_field_company_name v_field_org_state v_field_entity_type v_field_form_copy v_field_else ├── v_field_custom_consideration_applicability │ └── v_field_custom_consideration_no_period ├── v_field_end ├── v_field_options_applicability │ ├── v_field_number_options │ ├── v_field_future_plan_applicability │ ├── v_field_else │ │ └── v_field_plan_year │ ├── v_field_end │ ├── v_field_early_exercise_applicability │ ├── v_field_end │ ├── v_field_vesting_applicability │ │ ├── v_field_custom_vesting_applicability │ │ │ └── v_field_custom_vesting │ │ ├── v_field_else │ │ │ ├── v_field_initial_vested_shares_applicability │ │ │ │ └── v_field_vested_shares_initial_perc │ │ │ ├── v_field_end │ │ │ ├── v_field_vesting_cliff_applicability │ │ │ │ ├── v_field_vesting_cliff_perc │ │ │ │ ├── v_field_vesting_cliff_periods │ │ │ │ └── v_field_vesting_cliff_period_type_ambipluralize │ │ │ ├── v_field_end │ │ │ ├── v_field_vesting_periodic_applicability │ │ │ │ ├── v_field_vesting_periodic_perc │ │ │ │ ├── v_field_vesting_periodic_period_type │ │ │ │ ├── v_field_vesting_cliff_applicability │ │ │ │ ├── v_field_else │ │ │ │ └── v_field_end │ │ │ └── v_field_end │ │ └── v_field_end │ ├── v_field_else │ ├── v_field_end │ ├── v_field_accel_applicability │ │ ├── v_field_custom_accel_applicability │ │ │ └── v_field_custom_accel │ │ ├── v_field_else │ │ │ ├── v_field_single_trigger_applicability │ │ │ │ ├── v_field_vesting_accel_single_trigger_periods │ │ │ │ └── v_field_vesting_accel_period_type_ambipluralize │ │ │ ├── v_field_end │ │ │ ├── v_field_single_trigger_coc_applicability │ │ │ │ ├── v_field_vesting_accel_single_trigger_coc_periods │ │ │ │ └── v_field_vesting_accel_period_type_ambipluralize │ │ │ ├── v_field_end │ │ │ ├── v_field_single_trigger_coc_and_double_trigger_applicability │ │ │ │ ├── v_field_vesting_accel_single_trigger_coc_periods │ │ │ │ ├── v_field_vesting_accel_period_type_ambipluralize │ │ │ │ ├── v_field_vesting_accel_double_trigger_periods │ │ │ │ └── v_field_vesting_accel_period_type_ambipluralize │ │ │ ├── v_field_end │ │ │ ├── v_field_double_trigger_applicability │ │ │ │ ├── v_field_vesting_accel_double_trigger_periods │ │ │ │ └── v_field_vesting_accel_period_type_ambipluralize │ │ │ └── v_field_end │ │ └── v_field_end │ └── v_field_end ├── v_field_end ├── v_field_founder_stock_vesting_applicability └── v_field_end v_field_end v_field_form_copy  v_field_else  ├── v_field_inventions_assign_applicability ├── v_field_else ├── v_field_end ├── v_field_inventions_assign_applicability └── v_field_end v_field_end  v_field_governing_law_state v_field_company_name_upcase v_sig_company_chained_titled  v_field_else  v_field_end  v_field_form_copy  v_field_else  ├── v_field_advisor_name_upcase ├── v_sig_advisor_chained_titled_addressed  ├── v_field_else  │ ├── v_field_advisor_street_address │ └── v_field_advisor_city_state_zip └── v_field_end  v_field_end 
Access
Public
Description
Advisor Agreement v1.4
Notes
None.
License
Not specified
License Detail
Not specified
Disclaimer
Not specified

INSTRUCTIONS:

1. Who signs? This document should be signed by an officer of the company and the advisor.

2. Can this document be signed electronically? Yes.

3. Who gets copies? Add the agreement to the company's corporate records and provide the advisor a copy.

4. Attachments? When I file with the company's corporate records, should I add copies of the documents referenced as attachments? Yes.