Employment & Team generatorUAE · DIFC
Advisor Agreement (DIFC)
A lightweight advisor agreement for a DIFC company granting an advisor equity (or fees) for ongoing strategic input, with DIFC-law IP, confidentiality, and vesting.
What is an Advisor Agreement?
An Advisor Agreement (DIFC) lets a DIFC company grant an advisor equity (or fees) for ongoing strategic input, with IP, confidentiality, and vesting terms written to DIFC law.
Built for a DIFC startup bringing on a strategic advisor, such as an industry expert or mentor, who is typically paid in equity that vests over time, with a light time commitment and clear IP and confidentiality terms.
Advisor Agreement template, current for 2026
Equity-vesting compensation is issued under DIFC Companies Law, the advisor is treated as an independent contractor (not an employee under DIFC Employment Law), and the DIFC Courts are the forum.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Advisor Agreement live as you answer. When you want it finished, a licensed Hart David Carson attorney reviews 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 DIFC company is engaging the advisor? This is the company that receives the advisory services and grants the fees or equity. Its DIFC registered name and number appear in the title block and signature.
- What is the company's DIFC registration / commercial licence number? The DIFC Registrar of Companies number identifies the entity and belongs in the recitals for a clean, execution-ready draft.
- What is the company's registered DIFC address for notices? Notices and legal service are directed to the registered address, so it must appear in the notices clause and signature block.
- Who signs for the company, and in what title? The authorised signatory binds the company; their name and office go in the execution block.
- Who is the advisor? The individual (or entity) providing strategic advice. Their legal name anchors the whole agreement and signature block.
- Is the advisor an individual or a company? An entity advisor changes IP-assignment and personal-service language, adds a duly-authorised signature block, and requires a named key individual to give personal IP and confidentiality undertakings; an individual is the typical lightweight case.
- For an entity advisor, who is the named key individual who will actually perform the Services? When the advisor is a company, the personal expertise sits with a specific individual. Naming that person lets the agreement require them to perform the Services and to give personal IP and confidentiality undertakings.
- What is the advisor's address for notices? Notices to the advisor must reach a real address; it appears in the notices clause and signature block.
- What is the advisor's email for notices? Email is the practical channel for day-to-day notices and is permitted under the notices clause.
- What is the effective date of this agreement? This sets when obligations, the term, and any vesting commencement begin.
- Describe the strategic advisory services the advisor will provide. A clear scope defines what is (and isn't) expected and supports the independent-contractor characterisation.
- What is the expected time commitment? Setting a light, best-efforts commitment reinforces that this is advisory, not employment.
- Who does the advisor primarily coordinate with? Naming a point of contact clarifies how services are requested without creating an employment relationship.
- How is the advisor compensated? This drives which compensation, vesting, and securities sections appear in the document.
- What form does the equity take? Options, restricted shares, or outright shares carry different vesting and issuance mechanics.
- How many shares/options, or what percentage, is being granted? The size of the grant is the core commercial term and must be stated precisely.
- If expressed as a percentage of the company, state it (optional). Some grants are sized as a fully-diluted percentage; capture it if the parties agreed one.
- What is the option exercise / strike price per share? Options need a strike price; FMV at grant is standard for advisor options.
- For standalone options, what is the outside expiry (in years from grant)? Vested options are exercisable until the earlier of ninety days after termination and this outside expiry. Ten years from grant is standard for founder-era advisor options.
- If the engagement is terminated by the Company for cause, does the advisor forfeit VESTED equity as well as unvested? This is the good-leaver / bad-leaver line. Forfeiting vested equity on a for-cause exit is a strong company protection; keeping vested equity is more advisor-friendly and often more enforceable. Unvested equity always lapses.
- Is the equity granted under a share incentive plan? If so, name it (optional). If a plan governs the award, the agreement should subordinate to it; leave blank for a standalone grant.
- Over how many months does the equity vest in total? Advisor grants commonly vest over 24-48 months to align the advisor with long-term value.
- How frequently does vesting occur? The vesting cadence sets the drip of ownership across the vesting period.
- Is there a vesting cliff? A cliff means nothing vests until a minimum service period passes, protecting the company from very short engagements.
- How long is the cliff (in months)? Typical advisor cliffs run 3-12 months; nothing vests before the cliff is reached.
- Does vesting accelerate on a change of control / sale of the company? Acceleration decides what happens to unvested equity if the company is sold during the engagement.
- What is the cash fee amount? The cash fee is a core commercial term; state the figure that will be paid each period or per session.
- How often are cash fees paid? The payment cadence sets invoicing and the company's cash commitment.
- How should UAE VAT be treated on the fees? UAE VAT is currently 5%. Advisory fees are typically quoted exclusive of VAT, with VAT added on a valid tax invoice; where the advisor is not VAT-registered or the supply is outside scope, no VAT is charged.
- Will pre-approved expenses be reimbursed? Advisors often incur travel or out-of-pocket costs. Say here if the company covers them.
- Is the engagement open-ended or for a fixed term? This sets how the term clause reads, with or without a stated end date.
- How many months is the fixed term? A fixed term gives both sides a defined runway; state its length.
- How many days' notice may either party give to terminate for convenience? A short notice period keeps the arrangement lightweight and lets either side exit cleanly.
- For how many years after termination do confidentiality obligations survive? Confidential information needs post-term protection; a defined survival period is standard (trade secrets survive indefinitely).
- Include a non-solicitation covenant? A non-solicit stops the advisor from poaching staff or customers; keep it modest under DIFC law to remain enforceable.
- For how many months after termination does the non-solicit apply? A reasonable, limited duration improves enforceability under DIFC Employment Law and general contract principles.
- May the Company publicly name the advisor and use their name, likeness, and logo? Advisors are often listed on a website or in a deck. Say here if the Company may use the advisor's name, likeness, and logo, and whether prior approval is needed each time.
- Which law governs the agreement? For a DIFC-facing advisor arrangement, DIFC law and courts are the natural choice.
- How are disputes resolved? Choose between the DIFC Courts' English-language common-law forum or confidential arbitration seated in the DIFC.
- Add a DIFC Data Protection Law compliance clause? If the advisor may handle personal data, a clause referencing DIFC Data Protection Law No. 5 of 2020 is prudent. It covers both the advisor-as-processor and advisor-as-independent-controller cases and a cross-border transfer note.
Frequently asked
About the Advisor Agreement and how HDAi works.
What is an Advisor Agreement (DIFC)? +
An Advisor Agreement (DIFC) lets a DIFC company grant an advisor equity (or fees) for ongoing strategic input, with IP, confidentiality, and vesting terms written to DIFC law. A DIFC startup uses it to bring on a strategic advisor, such as an industry expert or mentor, who is typically paid in equity that vests over time, with a light time commitment and clear IP and confidentiality terms.
Is HDAi's Advisor Agreement (DIFC) legally binding? +
The Advisor Agreement (DIFC) HDAi generates becomes a binding contract once it is completed, reviewed, and properly signed. Route the draft to a Hart David Carson attorney and the attorney reviews the commercial terms from a US-law perspective after a planning call, then, because the agreement is governed by DIFC law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Advisor Agreement (DIFC)? +
You can generate and download the Advisor Agreement (DIFC) in minutes, and it is free. A licensed Hart David Carson attorney can then review the grant, the vesting, and the IP terms with you before you sign, and coordinates with locally admitted DIFC counsel where the agreement needs it, which no template does.
What makes this Advisor Agreement (DIFC) current for 2026? +
Equity-vesting compensation is issued under DIFC Companies Law, the advisor is treated as an independent contractor (not an employee under DIFC Employment Law), and the DIFC Courts are the forum.
How long does the Advisor Agreement (DIFC) take? +
Estimated time about 20 min (40 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 (DIFC) work in the DIFC? +
Yes. This version is drafted for DIFC 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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