Narrative. The Founder/Advisor Standard Template (“FAST”), originally developed by the Founder Institute, standardized how early-stage startups compensate advisors with equity: small grants (typically 0.1% to 1.0% of fully-diluted shares), short vesting schedules (one or two years, monthly, no cliff), and a clearly-defined scope of involvement tied to three “levels” — Standard, Strategic, and Expert. Big-law practice adapts the FAST framework with real legal backbone: (1) equity issued as non-qualified stock options (or restricted stock), not phantom shares, (2) a PIIA bolted on by reference, (3) a confidentiality provision, (4) at-will termination with pro-rata vesting through the termination date, and (5) a non-competition/non-solicitation tail. The advisor’s services should be described with enough specificity that misclassification is not a risk; this is a service-for-equity arrangement, not employment.

THIS ADVISOR AGREEMENT (this “Agreement”) is made as of [DATE] between [COMPANY NAME], Inc. (the “Company”) and [ADVISOR NAME] (the “Advisor”).

1. Services

1.1 Advisory Services

Advisor shall provide the Company with advisory services commensurate with the advisor level selected below (the “Services”). The expected level of engagement is:

– [ ] Standard — Monthly check-in calls; ad-hoc availability by email. Approximately 2 hours per month. – [ ] Strategic — Monthly check-in calls; recruiting support; customer introductions; support for a single fundraising round. Approximately 4 hours per month. – [ ] Expert — Deep involvement on a specific topic (e.g., technology, go-to-market); introductions to key partners; support for two fundraising rounds. Approximately 8 hours per month.

Advisor shall use commercially reasonable efforts to provide the Services, but is not required to devote any specific number of hours.

1.2 Independent Contractor

Advisor is an independent contractor. Advisor is not an employee, partner, joint venturer, or agent of the Company and has no authority to bind the Company.

2. Compensation

2.1 Equity Grant

Subject to approval of the Company’s Board of Directors, the Company shall grant Advisor an option (the “Option”) to purchase [NUMBER] shares of the Company’s Common Stock, equal to approximately [0.1% / 0.25% / 0.5% / 1.0%] of the Company’s fully-diluted capitalization as of the date of grant. The Option shall have an exercise price equal to the fair market value of a share of the Company’s Common Stock on the date of grant, as determined by the Board.

2.2 Vesting

The Option shall vest monthly over [twelve (12) / twenty-four (24)] months from the Effective Date, with no cliff, subject to Advisor’s continued provision of Services. The Option is subject in all respects to the Company’s Equity Incentive Plan and the applicable stock option grant agreement.

2.3 No Other Compensation

Advisor shall not be entitled to any other compensation, benefits, or reimbursement of expenses except as agreed in writing by the Company in advance.

3. Confidentiality and IP

Advisor shall execute and be bound by the Company’s standard Proprietary Information and Inventions Assignment Agreement concurrently with this Agreement.

4. Non-Solicitation

During the term of this Agreement and for [twelve (12)] months thereafter, Advisor shall not solicit for employment or engagement any employee or consultant of the Company.

5. Term and Termination

This Agreement commences on the Effective Date and continues until terminated by either party upon [thirty (30)] days’ written notice. Upon termination, Advisor shall cease providing Services and shall receive credit only for the portion of the Option that has vested as of the termination date. All unvested portions of the Option shall be forfeited.

6. Representations

Advisor represents that Advisor is not subject to any agreement that would conflict with the provision of Services hereunder and that Advisor shall not use or disclose any confidential information of any third party in the course of providing Services.

7. General Provisions

This Agreement is governed by the laws of the State of [STATE]. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. Any amendment must be in writing signed by both parties. This Agreement may be executed in counterparts including by electronic signature.

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COMPANY: [COMPANY NAME], Inc. ADVISOR:

By: _________________________ _________________________ Name: [ADVISOR NAME] Title: Date: ___________

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.