TODO.LAW

Advisory agreement

An agreement between a company and a board or startup advisor, covering equity compensation, vesting, time commitment, the scope of the advice, confidentiality and non-compete terms.

Jurisdictions
California, England and Wales, Spain
Contract languages
English, Spanish

What it is and when it is used

An advisory agreement sets the terms on which an advisor gives advice to a company. The Dealroom skill is designed for two common cases: an advisor to a startup, and an advisor to a company's board.

Advisors are often paid wholly or partly in the company's equity rather than in cash, so the agreement deals with how that equity is earned over time. The Dealroom skill covers the following subjects:

  • equity compensation, the shares or options given to the advisor;
  • vesting, the schedule over which the advisor earns that equity;
  • time commitment, how much time the advisor is expected to give;
  • the scope of the advisory services, what the advisor is and is not asked to do;
  • confidentiality; and
  • non-compete provisions.

The skill negotiates 10 clauses in total.

Who signs it

The agreement is signed by the company that receives the advice and by the advisor, the individual who gives it. Where the company wants a wider plan for rewarding staff and advisors with equity, see the equity incentive plan.

Jurisdictions and languages

Dealroom offers the advisory agreement under three laws:

  • California;
  • England and Wales; and
  • Spain.

The agreement can be drafted in English or Spanish. Dealroom can be used by both sides together, each stating its preferences, or by one side alone.

Frequently asked questions

What is an advisory agreement?

It is the agreement under which an advisor gives advice to a company, often a startup or its board. It sets out what the advisor does, how much time they give and how they are paid, often in equity.

Does an advisory agreement cover equity and vesting?

Yes. The Dealroom skill covers equity compensation and vesting, together with the time commitment, the scope of the advisory services, confidentiality and non-compete provisions.

Which laws does the Dealroom advisory agreement follow?

You can choose California, England and Wales or Spain as the governing law, and draft the agreement in English or Spanish.

Can the company and the advisor negotiate it in Dealroom?

Yes. Both sides can state their preferences on each of the 10 clauses, or one side can prepare the agreement alone.

Two ways to make it

Create it in Dealroom

Choose the jurisdiction and language, answer a few questions and negotiate each clause with the other side, or prepare it alone.

Start in Dealroom

Have your agent draft and negotiate it

Your AI agent can read the clause library and create the contract through the agent API or the MCP server. A short example:

MCP: list_templates (query: "ADVISORY"), get_template, create_playbook, initiate_negotiation.

Read the agent API guide
# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/ADVISORY \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "ADVISORY",
    "governingLaw": "ENGLAND_WALES",
    "language": "en",
    "dealName": "Example ADVISORY",
    "selectionPolicy": "defaults"
  }'

Drafting and negotiating are free.

Related contracts

This page explains how the contract usually works. It is general information, not legal advice.

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