Advisor Agreement

Date: [DD-MM-YYYY]

Between:

1. [Company Name] Private Limited, CIN [XXXXXX], having its registered office at [Address] ("Company"); and
2. [Advisor Name], residing at [Address], holding PAN [ABCDE1234F] ("Advisor").

1. Engagement

The Company engages the Advisor to provide strategic counsel, introductions, and product/market guidance ("Advisory Services"), on the terms set out herein.

2. Term

This Agreement is effective from [Start Date] for a term of 24 months, unless terminated earlier under clause 8. The term may be renewed by mutual written consent.

3. Time commitment

The Advisor shall make available up to [4] hours per month for the Company, including:

• (a) 2 hours of monthly check-in;
• (b) reasonable email / WhatsApp availability between sessions; and
• (c) attendance at 1 quarterly business review.

The Advisor may decline additional asks at his/her sole discretion.

4. Compensation

In consideration of the Advisory Services, the Company shall grant to the Advisor [X] equity options under the Company’s ESOP, on the following terms:

| Item | Detail | |---|---| | Number of options | [X] (representing approx [0.25–1.0]% on a fully-diluted basis) | | Exercise price | ₹[Face value or fair-value at grant] per share | | Vesting period | 24 months | | Cliff | None (linear monthly vest) | | Acceleration | 100% on a sale of the Company during the term | | Exercise window after vesting | 36 months |

A separate Grant Letter under the Company’s ESOP shall be issued.

5. Confidentiality

The Advisor shall treat all non-public information of the Company as confidential, both during the term and for 24 months thereafter. Carve-outs at clause 7.

6. Independent contractor

The Advisor is an independent contractor. Nothing in this Agreement creates an employment, agency or partnership relationship. The Advisor is responsible for his/her own taxes and statutory dues.

7. Conflicts of interest

The Advisor agrees:

• not to take on advisory roles with directly competing companies during the term without the Company’s prior written consent;
• to disclose any material existing advisory or board roles in writing within 7 days of execution.

8. Termination

Either Party may terminate this Agreement on 30 days’ written notice. On termination:

• (a) Vested options remain with the Advisor, exercisable for 36 months;
• (b) Unvested options lapse;
• (c) confidentiality and non-compete (clause 7) survive.

The Company may terminate immediately for cause (fraud, gross misconduct, material breach), in which case all options (vested and unvested) lapse.

9. IP

Any intellectual property created by the Advisor specifically for the Company in the course of the Advisory Services shall vest in the Company. The Advisor retains rights to all his/her pre-existing IP, generic frameworks, and personal know-how.

10. Governing law & dispute resolution

Indian law. Disputes referred to a sole arbitrator at [City]. Language: English.

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Signed at [City] this [Day] of [Month], [Year]

| | | |---|---| | For [Company Name] | Advisor | | Name: | Name: | | Designation: | PAN: | | Signature: ________ | Signature: ________ |