Employment & Team generatorUnited Kingdom
Advisor Agreement (England & Wales)
A short advisor agreement for a strategic or technical advisor to an early-stage company, typically compensated in equity (options) rather than cash, drafted to English law with IR35/status and IP considerations.
What is an Advisor Agreement?
An Advisor Agreement (England & Wales) engages a strategic or technical advisor to an early-stage company. The advisor is typically paid in equity (options), and the agreement is drafted to English law with IR35/status and IP considerations.
It suits startups bringing on named advisors or non-executive advisors for their expertise and network, usually in exchange for a modest equity grant vesting over time.
Advisor Agreement template, current for 2026
The 2026 refresh expresses equity/option vesting for a UK cap table, adds self-employed status wording, and assigns IP under the Copyright, Designs and Patents Act 1988.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Advisor Agreement live as you answer. If 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 company is engaging the advisor? The company granting the advisory engagement (and usually the equity). We use its full registered name throughout.
- Short name for the company in the agreement A defined short label so the document reads cleanly. Defaults to 'the Company'.
- Company registered number The Companies House registration number for the engaging company. This prints in the parties clause; without it the executed instrument opens with a blank registered number.
- Company registered office address The company's registered office as shown at Companies House. It prints in the parties clause and is the default address for notices to the Company.
- Who is the advisor? The individual providing advisory services. English-law advisor agreements are almost always with a natural person, which drives the status/IR35 analysis.
- Advisor's address for the parties clause and service of notices The Advisor's residential or service address. It prints in the parties clause and is the postal address for notices; without it the executed instrument opens with a blank advisor address.
- Advisor's email for notices Contractual notices and equity documents are commonly served by email; we capture a service address.
- Start (effective) date of the engagement Sets when obligations, any vesting commencement and the term begin to run.
- How should the term run? Advisor engagements are usually rolling (terminable on notice) or for a fixed period tied to a vesting schedule.
- Length of the fixed term (months) Only for a fixed term. The number of months the engagement lasts before it ends automatically.
- Describe the advisory services The scope of what the advisor will actually do. Being specific protects both sides and supports the self-employed status analysis.
- Expected time commitment A light, capped commitment signals genuine advisor (not employee) status and manages expectations.
- Who is the advisor's main point of contact? Names the person the advisor liaises with, kept deliberately as a liaison rather than a supervisor, to preserve independent-contractor status.
- How is the advisor compensated? Advisors are typically paid in equity (share options), sometimes with a small cash element or expenses only.
- Under what scheme are the options granted? EMI is the UK's tax-advantaged employee/eligible-worker scheme but advisors usually don't qualify; unapproved (non-tax-advantaged) options are the norm for advisors. This drives the tax wording.
- How many options / what percentage? The size of the equity award. Percentages are usually stated on a fully-diluted basis as at the grant date.
- Exercise price per option share The price the advisor pays to exercise. For unapproved options, pricing below market value can create an income-tax charge on grant/exercise.
- Total vesting period (months) Over how long the options vest. Advisor grants are commonly shorter than employee grants, often 24 to 36 months.
- How does vesting accrue? Monthly is common for advisors; some use quarterly or annual. This sets the mechanics of the vesting clause.
- Is there a vesting cliff? A cliff means nothing vests until an initial period passes, then that tranche vests in one go. Advisors sometimes have none, or a short cliff of 3 to 6 months.
- Should vesting accelerate on an exit / sale of the company? Single-trigger acceleration vests unvested options on a change of control. Common (but not universal) for advisors.
- What happens to vested options if the advisor leaves? A 'good leaver' keeps vested options; a bad leaver forfeits them. The detail lives in the option agreement or plan, and this answer sets the headline.
- Cash fee amount (GBP) The cash portion of the advisor's compensation.
- How often is the cash fee paid? Sets the payment cadence and invoicing rhythm.
- Are pre-approved expenses reimbursed? Most advisor agreements reimburse reasonable, pre-approved out-of-pocket expenses on production of receipts.
- How should intellectual property be handled? IP the advisor creates in providing the services should vest in the company, with a present assignment plus a covenant to do further acts and a waiver of moral rights.
- Does the advisor bring pre-existing (background) IP? If the advisor may use their own prior tools/materials, we carve those out and grant the company a licence to use them where embedded in deliverables.
- Confidentiality survival period after the engagement ends (years) How long confidentiality obligations continue post-termination. Three to five years is typical; trade secrets can be indefinite.
- Include post-termination restrictive covenants? Non-compete/non-solicit restraints on advisors are harder to enforce under English law and can undermine self-employed status. Many advisor deals omit them or keep them light.
- Restriction period (months) How long the covenants last after termination. Keep short, for example 3 to 6 months, to improve enforceability.
- May the parties publicise the advisory relationship? Companies often want to name advisors on their website/marketing; advisors may want approval rights over how they're described.
- Termination notice period (days) How much notice either party gives to end a rolling engagement. Fourteen to thirty days is common for advisors.
- Cap the advisor's liability? Advisors typically want their liability limited given the low/equity compensation. A cap (for example to fees paid or a fixed sum) is common, excluding matters that can't be capped at law.
- Liability cap amount The ceiling on the advisor's aggregate liability (subject to the usual carve-outs for death/personal injury, fraud, etc.).
- Governing law and jurisdiction This template is drafted for England & Wales. Choose the specific nation for the governing-law clause.
- Who signs for the company (name and title)? The authorised company signatory for the execution block.
Frequently asked
About the Advisor Agreement and how HDAi works.
What is an Advisor Agreement (England & Wales)? +
An Advisor Agreement (England & Wales) engages a strategic or technical advisor to an early-stage company and is drafted to English law with IR35/status and IP considerations. Startups use it to bring on named advisors or non-executive advisors for their expertise and network, usually in exchange for a modest equity grant vesting over time.
Is HDAi's Advisor Agreement (England & Wales) legally binding? +
The Advisor Agreement (England & Wales) HDAi generates becomes binding once it is completed, reviewed, and properly signed. Any HDAi draft can go to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because the agreement is governed by English law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Advisor Agreement (England & Wales)? +
Generating and downloading the Advisor Agreement (England & Wales) is free and takes minutes. If you want it finished, a licensed Hart David Carson attorney reviews the option grant, the vesting, and the status wording with you and brings in locally admitted English counsel where the agreement needs it, which no template can do for you.
What makes this Advisor Agreement (England & Wales) current for 2026? +
The 2026 refresh expresses equity/option vesting for a UK cap table, adds self-employed status wording, and assigns IP under the Copyright, Designs and Patents Act 1988.
How long does the Advisor Agreement (England & Wales) take? +
Estimated time about 18 min (36 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 (England & Wales) work in the United Kingdom? +
Yes. This version is drafted for United Kingdom 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.
Related documents
More in Employment & Team.
Independent Contractor Agreement→At-Will Offer Letter (Employee)→Confidential Information & Invention Assignment Agreement (Employee)→Independent Contractor / Consulting Agreement (with ABC-Test Guidance)→Advisor Agreement (FAST-Style, with Equity Vesting)→Internship Agreement (Paid / Unpaid with Compliance Guardrails)→