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Advisor Agreement Template for Canada

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Key Requirements PROMPT example:

Advisor Agreement

I need an advisor agreement for a consultant who will provide strategic guidance on a part-time basis, with a focus on business development and market expansion. The agreement should include a confidentiality clause, a monthly retainer fee, and a termination notice period of 30 days.

What is an Advisor Agreement?

An Advisor Agreement sets out the formal relationship between a company and its business advisor or consultant in Canada. It spells out how the advisor will help guide business decisions, share expertise, and support company growth - along with their compensation, confidentiality obligations, and work scope.

Beyond just defining roles, these agreements protect both parties by clarifying key details like intellectual property rights, conflicts of interest, and termination terms. Canadian companies often use them when bringing on board members, industry experts, or strategic consultants who provide ongoing guidance without becoming employees.

When should you use an Advisor Agreement?

Put an Advisor Agreement in place before bringing on any external expert who will guide your Canadian company's strategic decisions. This includes startup mentors, industry veterans joining your advisory board, technical specialists, or experienced business consultants who'll provide ongoing guidance.

The timing is crucial - implement the agreement when first discussing the advisory relationship, before sharing sensitive information or making commitments. This protects your intellectual property, sets clear expectations about roles and compensation, and ensures advisors understand their confidentiality obligations from day one. It's especially important for early-stage companies seeking expertise in regulated industries.

What are the different types of Advisor Agreement?

Who should typically use an Advisor Agreement?

  • Companies and Startups: Engage advisors to access expertise, typically through their CEO, legal team, or board of directors
  • Advisory Board Members: Industry experts who provide strategic guidance and market insights in exchange for compensation or equity
  • Business Consultants: Experienced professionals offering specialized knowledge in areas like finance, technology, or operations
  • Corporate Lawyers: Draft and review Advisor Agreements to ensure compliance with Canadian regulations and protect client interests
  • Venture Capital Firms: Often require formal advisor structures before investing, helping establish governance frameworks

How do you write an Advisor Agreement?

  • Advisor Details: Gather full legal name, contact information, and professional credentials or qualifications
  • Scope Definition: Outline specific services, time commitments, and deliverables expected from the advisor
  • Compensation Terms: Decide on payment structure - cash, equity, or combination - including vesting schedules if applicable
  • Company Information: Compile legal business name, registration details, and authorized signing officers
  • Confidentiality Needs: List specific proprietary information requiring protection
  • Term and Timing: Define start date, duration, and renewal options for the advisory relationship
  • Platform Usage: Use our automated system to generate a customized, legally-sound agreement incorporating all these elements

What should be included in an Advisor Agreement?

  • Parties and Roles: Full legal names and addresses of both company and advisor, with clear role definitions
  • Services Description: Detailed scope of advisory services, time commitments, and deliverables
  • Compensation Terms: Payment structure, equity arrangements, expense policies, and payment schedules
  • Confidentiality Provisions: Scope of protected information and duration of confidentiality obligations
  • Intellectual Property: Assignment of rights for work created during the engagement
  • Term and Termination: Duration, renewal options, and conditions for ending the agreement
  • Governing Law: Explicit statement of Canadian jurisdiction and applicable provincial laws
  • Signature Block: Proper execution spaces with dates and titles of authorized signatories

What's the difference between an Advisor Agreement and an Agency Agreement?

When comparing an Advisor Agreement with an Agency Agreement, several key differences emerge. While both involve external parties working with a company, their roles, responsibilities, and legal implications differ significantly.

  • Authority Level: Agency Agreements typically grant power to act on behalf of the company and bind it in transactions, while Advisors provide guidance without decision-making authority
  • Compensation Structure: Advisors often receive equity or fixed retainers, whereas agents usually earn commissions based on specific transactions or outcomes
  • Legal Obligations: Agents have fiduciary duties and must actively represent the company's interests, while advisors maintain more limited consulting obligations
  • Duration and Commitment: Advisory relationships tend to be ongoing and strategic, while agency relationships often focus on specific transactions or time-bound objectives
  • Liability Exposure: Agents can create direct liability for their principal company, while advisors typically face more limited liability tied to their advice

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