Employment & Team generatorSingapore
Advisor Agreement (Singapore)
A startup advisor agreement under Singapore law, granting equity (share options or share award) and/or a modest fee in exchange for advisory services, with vesting, IP assignment, and confidentiality, structured for a Singapore Pte. Ltd.
What is an Advisor Agreement?
An Advisor Agreement (Singapore) engages a startup advisor under Singapore law in exchange for equity (share options or a share award) and/or a modest fee, with vesting, IP assignment, and confidentiality terms, and it is structured for a Singapore Pte. Ltd.
Built for Singapore startups bringing on an experienced advisor, typically for equity through an ESOP option or share award, and for the advisors themselves. It follows a light-touch FAST-style deal, adapted to Singapore share and option mechanics.
Advisor Agreement template, current for 2026
The Singapore adaptation grants equity as ESOP options or a share award under the company's plan (not US NSOs), runs vesting through the company's option agreement, assigns IP under the Copyright Act 2021, and treats the advisor as a contractor (not an employee).
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Advisor Agreement live as you answer. A licensed Hart David Carson attorney can then review it before you sign and coordinates sign-off by locally admitted counsel where the governing law requires it. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Which company is engaging the Advisor? This is the Singapore private limited company (Pte. Ltd.) entering into the advisory relationship. Its exact registered name and UEN appear throughout the agreement.
- Who is the Advisor? The individual (or entity) providing advisory services. Use the person’s full legal name as it should appear on the signature block.
- Is the Advisor an individual or an entity? An entity advisor (e.g. a consultancy) changes tax treatment and the confidentiality/IP wording. Most startup advisors are individuals.
- What is the effective date of this Agreement? The date the advisory relationship legally begins. Vesting and term generally run from this date.
- Describe the advisory services the Advisor will provide. List the specific areas of advice and support (e.g. product strategy, fundraising introductions, technical review). A concrete list helps establish that the Advisor is an independent contractor rather than an employee.
- What time commitment is expected of the Advisor? A modest, flexible commitment (e.g. up to 5 hours/month) reinforces independent-contractor status and sets mutual expectations.
- Is the Advisor subject to any restrictive covenant or confidentiality obligation owed to a current or former employer or third party that could affect the Services? Advisors frequently carry non-competes, non-solicits, confidentiality duties or IP-assignment terms from a day job or prior role. Surfacing these lets the Advisor warrant either that none apply or that all have been disclosed, and protects the Company from a third-party claim.
- How will the Advisor be compensated? Advisors are usually paid in equity (options or a share award), sometimes with a small fee. Choose the combination that reflects your deal.
- What form of equity is being granted? A share option grants a right to buy shares later at a set price (subject to an ESOP). A share award issues (or promises) actual shares now, usually subject to vesting/buyback.
- What class of shares underlies the equity? Advisor equity is typically ordinary shares. Confirm the class so the grant matches your cap table.
- How many shares (or options over shares) are being granted? The total number of shares subject to the option or award, before vesting. This should tie to your ESOP allocation or board approval.
- What approximate percentage of the fully-diluted share capital does this represent? (optional) Advisors often think in percentages (e.g. 0.25%). Stating it as approximate and fully-diluted avoids over-promising as the cap table changes.
- What is the exercise (strike) price per option share? For options, the price the Advisor pays per share on exercise. Often the current fair market value or nominal amount as approved by the board.
- What is the name of the equity/share option plan the grant sits under? Options are almost always granted under an employee/consultant share option plan. Name it so the grant is subject to the plan’s rules.
- Over how many months does the equity vest in total? Advisor equity commonly vests over 24 months (shorter than the 48 months typical for founders/employees).
- How frequently does the equity vest? Monthly vesting is standard for advisors; quarterly is also common. This sets the size of each vesting installment.
- Is there a vesting cliff? A cliff means nothing vests until a set period passes (then that portion vests at once). Advisor cliffs are often short (e.g. 3 months) or omitted entirely.
- How long is the cliff (in months)? The period before the first tranche vests. On the cliff date, all equity that would have vested up to then vests together.
- Should vesting accelerate on a change of control / exit? Single-trigger acceleration vests remaining equity if the company is sold. Many companies decline this for advisors; choose based on your deal.
- After the engagement ends, how many days does the Advisor have to exercise vested options? Sets the post-cessation exercise window for vested options rather than deferring wholly to the Plan. A defined window (commonly 90 days, though founder-friendly plans allow longer) tells the Advisor exactly how long vested options stay live before they lapse. The Plan still governs the mechanics.
- Should the Advisor forfeit vested (as well as unvested) options if the engagement is terminated for cause (a bad-leaver)? Distinguishes a good-leaver (keeps vested options for the exercise window) from a bad-leaver (terminated for a material uncured breach, insolvency, dishonesty or misconduct). Bad-leaver forfeiture of vested options is a common protective term but is a commercial choice.
- What is the advisory fee amount (in SGD)? The cash fee, if any. Keep it modest for a startup advisor. The next question sets the payment basis: per session, monthly, or one-off.
- How is the fee paid? Sets the cadence of the cash fee and how invoices are raised.
- Will the company reimburse pre-approved expenses? Advisors sometimes incur travel or out-of-pocket costs. Reimbursement is usually limited to reasonable, pre-approved, documented expenses.
- What is the term of the Agreement? Advisor agreements are often at-will (continuing until terminated) or for a fixed period aligned to the vesting schedule.
- What is the fixed term length (in months)? The number of months the engagement runs before it ends (often matching the vesting period).
- How many days’ notice is required to terminate for convenience? Either party can usually end the relationship on short notice. 30 days is common; shorter reinforces flexibility.
- For how many years after the engagement ends should confidentiality survive? Confidentiality obligations typically survive the engagement. 3-5 years is common for commercial information; trade secrets can be indefinite.
- Include a non-compete / non-solicitation restriction? Advisors often advise multiple startups, so broad non-competes are unusual and hard to enforce in Singapore. A narrow non-solicit of staff/customers is more defensible.
- How many months should the restraint last after the engagement ends? The duration of any non-solicit / non-compete. Keep it short (6-12 months) to improve enforceability under Singapore law.
- May the Advisor advise or work with other companies? Confirming the Advisor can hold other roles supports independent-contractor status; you can still carve out direct competitors.
- Cap the Advisor’s liability? Because advice is informational and the pay is modest, advisors typically negotiate a cap (e.g. fees paid) and exclusion of indirect losses.
- How should disputes be resolved? Singapore-law agreements usually choose the Singapore courts or SIAC arbitration. Arbitration is private and often preferred where confidentiality matters.
- Who signs for the Company? Name and title of the director or authorised officer executing on the company’s behalf.
Frequently asked
About the Advisor Agreement and how HDAi works.
What is an Advisor Agreement (Singapore)? +
An Advisor Agreement (Singapore) engages a startup advisor under Singapore law in exchange for equity (share options or a share award) and/or a modest fee, with vesting, IP assignment, and confidentiality terms, and it is structured for a Singapore Pte. Ltd. Singapore startups use it to bring on an experienced advisor, typically for equity through an ESOP option or share award, and advisors use it too. It follows a light-touch FAST-style deal, adapted to Singapore share and option mechanics.
Is HDAi's Advisor Agreement (Singapore) legally binding? +
Once it is completed, reviewed, and properly signed, the Advisor Agreement (Singapore) HDAi generates is a binding contract. If you route the draft to a Hart David Carson attorney, the attorney reviews the commercial terms from a US-law perspective after a planning call and, because the agreement is governed by Singapore law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Advisor Agreement (Singapore)? +
Generating and downloading the Advisor Agreement (Singapore) is free and takes minutes, with no lawyer involved at that stage. If you want it finished, a licensed Hart David Carson attorney reviews the deal terms with you and coordinates with locally admitted Singapore counsel where the agreement needs it, which is the part no template can do.
What makes this Advisor Agreement (Singapore) current for 2026? +
The Singapore adaptation grants equity as ESOP options or a share award under the company's plan (not US NSOs), runs vesting through the company's option agreement, assigns IP under the Copyright Act 2021, and treats the advisor as a contractor (not an employee).
How long does the Advisor Agreement (Singapore) take? +
Estimated time about 17 min (34 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Advisor Agreement (Singapore) work in Singapore? +
Yes. This version is drafted for Singapore law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.
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