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Oleg Sotnikov
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Startup Advisor Agreement

Most advisor agreements founders find are either five pages of boilerplate nobody reads or a two-line handshake that falls apart the first time someone wants out. This is the middle: seven sections written in language you can explain out loud, with the wording spelled out so you can copy it, cut what doesn't fit, and hand the result to a lawyer. Nothing here is gated: no form, no email address.

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A startup advisor agreement is a short contract that sets out what an advisor will do, how much time they will give, how they are paid, and how either side ends it. This template covers those points in seven plain-language sections (parties and role, scope and time commitment, compensation, confidentiality, intellectual property, term and termination, and conflicts) with wording you can copy and adapt. Oleg Sotnikov publishes it openly, with no email gate, because it is the shape of agreement he signs on his own advisory retainers, which run from $3,000/month, month-to-month. Treat it as a starting document rather than legal advice: have counsel review the version you actually sign.

Before You Sign

1

Define the outcome you want

Write down what the advisor is there to change: a hiring bar you keep missing, an architecture call nobody senior can check, a fundraise where the technical questions go badly. An agreement that only promises "strategic guidance" gives you nothing to judge at renewal and no clean reason to end it.

2

Agree the cadence and channel in writing

Put the meeting rhythm, the channel, and the response time you expect into section 2 rather than leaving them to goodwill. Advisory relationships mostly fail quietly, when one side assumed a weekly call and the other assumed "whenever something comes up".

3

Pick one compensation model

Cash, equity, or a hybrid you name as a hybrid: decide before you draft, then write the choice into section 3. The arrangements that end in an argument are the ones nobody chose: the advisor remembers a conversation about shares, the founder remembers paying invoices.

The Agreement, Section by Section

Seven sections, each with wording you can lift straight into your own document. Replace [Company] and [Advisor], fill in the bracketed numbers, and drop anything that doesn't describe your arrangement.

Section 1

Parties and role

Name both sides and say in one sentence what the advisor is actually for. A vague role definition is where the rest of the document starts to drift.

Suggested wording

This Advisory Agreement is made between [Company], a company registered in [jurisdiction], and [Advisor], an individual, effective [date]. [Advisor] will act as a technical advisor to [Company], providing guidance on [architecture, hiring, technology spend, and AI adoption]. [Advisor] is not an employee, officer, or director of [Company] and has no authority to make commitments on its behalf.

Section 2

Scope and time commitment

"A few hours a month" means nothing until it has a number, a rhythm, and a channel attached. Write down what normal looks like and what happens when you need more than normal.

Suggested wording

[Advisor] will provide approximately [N] hours per month, including a scheduled [monthly] call of [60] minutes and asynchronous questions by [email or Telegram] between calls. [Advisor] will respond to asynchronous requests within [two] business days. Work beyond the agreed hours (deep technical reviews, investor materials, running interviews) is agreed in advance and either billed separately at [rate] or declined.

Section 3

Compensation

Three models are standard. A monthly cash retainer is the cleanest: the amount is known and either side can stop. An equity grant that vests over time suits pre-revenue companies with no cash to spend, and the reference point the market uses is the FAST agreement (the Founder/Advisor Standard Template published by the Founder Institute), which sets advisor grants as fractions of a percent, scaled by the company's stage and by how involved the advisor is. A hybrid pays a smaller retainer alongside a smaller grant. Choose one deliberately, write it out, and have a lawyer look at any equity before it is issued.

Suggested wording

[Company] will pay [Advisor] $[amount] per month, invoiced monthly and payable within [15] days. Where the arrangement is equity instead, [Company] will grant [Advisor] an option over [X]% of its fully diluted shares, vesting monthly over [24] months with a [3]-month cliff, subject to [Company]'s equity plan and board approval. Payment and vesting both stop on the termination date. Pre-approved expenses incurred on [Company]'s behalf are reimbursed within [30] days.

Section 4

Confidentiality

An advisor sees your roadmap, your numbers, and the parts of the org chart that aren't working. This is the clause founders genuinely need, and the one a handshake arrangement never has.

Suggested wording

[Advisor] will keep confidential all non-public information received from [Company], including product plans, financials, customer data, and source code, and will use it only to advise [Company]. This obligation continues for [three] years after this agreement ends. It does not cover information that becomes public through no fault of [Advisor], was already known to [Advisor], or must be disclosed by law.

Section 5

Intellectual property

Advice and work product are not the same thing. Separate them here, so nobody argues later about who owns a diagram drawn during a call.

Suggested wording

Any deliverable [Advisor] creates specifically for [Company] under this agreement (documents, diagrams, specifications, code) belongs to [Company] once paid for. [Advisor] retains ownership of methods, templates, and general knowledge developed before or outside this engagement, and may continue using them elsewhere. [Advisor] will not disclose [Company]'s confidential information or deliverables to any other client.

Section 6

Term and termination

Month-to-month is the sane default. A twelve-month advisor lock-in protects nobody: if the relationship works you will keep renewing it, and if it stops working, a long notice period only decides how many months you both spend pretending.

Suggested wording

This agreement starts on [date] and continues month to month until either party ends it. Either party may terminate on [14] days' written notice, with or without reason. On termination [Company] pays for time already delivered, [Advisor] returns or deletes confidential material on request, and unvested equity is forfeited. Sections [4] and [5] survive termination.

Section 7

No conflict and independence

Advisors normally advise several companies at once, and that is where their pattern recognition comes from. Name the boundary you care about instead of buying exclusivity you will not get.

Suggested wording

[Advisor] is an independent contractor, responsible for their own taxes, insurance, and equipment, and nothing in this agreement creates employment, partnership, or agency. [Advisor] may advise other companies, but during the term and for [six] months after will not advise a direct competitor of [Company] in the same product category, and will disclose any conflict promptly. Neither party will use the other's name in marketing without written permission, except that [Advisor] may state that the engagement exists.

From the advisor's side

I sit on the advisor side of this document, so the defaults in it are the ones I sign. My advisory retainers run from $3,000/month, month-to-month, with a standing call and async access between calls, which is the cash model in section 3 and the short notice in section 6. That shape holds up in practice: the founder can stop the month it stops being useful, and neither side ends up litigating what was promised at the start.

Not legal advice

This is a template, not legal advice, and I am not a lawyer. Contractor classification, confidentiality carve-outs, and how options are issued all differ by country and by state. Have counsel review the final document before either side signs it.

Frequently Asked Questions

How much equity do startup advisors get?

It depends on the company's stage and on how much of the advisor's time the role really takes. A seed-stage company buying a few hours a month is a different grant from a Series A company asking for weekly involvement. The reference point most founders use for advisory board compensation is the FAST agreement, the Founder/Advisor Standard Template from the Founder Institute, which maps stage and involvement level onto standard grants measured in fractions of a percent, vesting over roughly two years. Whatever number you land on, attach a vesting schedule to it and have a lawyer review the grant before the board approves it.

Should I pay an advisor in cash or equity?

Cash suits companies that want scheduled hours and a clean way to end the arrangement: the advisor is paid for the month they worked and nobody carries an obligation forward. Equity suits pre-revenue companies with no budget and a light time commitment, where the advisor is effectively investing time against an outcome years away. A hybrid works as well, provided you write down both halves. The arrangements that go wrong are the ones where cash quietly became "we'll sort out shares later".

How long should a startup advisor agreement run?

Month to month, with short written notice on either side, is the default worth arguing for. Advisory value shows up within the first few weeks or it does not show up, and a twelve-month term mostly protects an advisor who has stopped being useful. Equity is the exception: a grant vests on its own schedule, commonly around two years, and the agreement should say plainly that unvested shares are forfeited when the engagement ends.

Do I need a lawyer for an advisor agreement?

For the final document, yes. A template like this one gets you to a draft in an afternoon and forces you to settle scope, compensation, and termination before anyone starts billing by the hour. But contractor classification, confidentiality carve-outs, and equity issuance are jurisdiction-specific, and an option grant needs a plan document and board approval behind it. That part is a lawyer's job, not a template's.

Now You Need Someone to Sign It With

I take a small number of advisory retainers: a standing call, review of what your team is building, and async access when a decision can't wait until next week.

See how the advisory works

From $3,000/month · month-to-month, cancel anytime · 3 client slots open for 2026

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