Startup & Investor

Advisor Agreement

An Advisor Agreement formalises the relationship between a startup and an advisor. Covers advisory services, equity compensation, confidentiality, and time commitment.

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Drafted to comply with Kenyan law and international common law standards.

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What this document covers

Advisor and company details
Advisory services and time commitment
Equity compensation and vesting schedule
Confidentiality obligations
IP assignment of any work product
No employment relationship clause
Conflict of interest disclosure
Termination provisions
Governing law clause

Frequently Asked Questions

Is an advisor agreement legally binding in Kenya?
Yes, under the Law of Contract Act (Cap. 23). A signed advisor agreement is enforceable and is important for Kenyan startups to have in place before issuing equity to advisors — it documents the advisory services, the equity (or other) compensation, and the vesting schedule.
What equity is typically given to advisors in Kenyan startups?
Advisor equity typically ranges from 0.1% to 0.5% of the company, depending on the advisor's seniority and contribution. Equity should vest over 12–24 months, often with a 3–6 month cliff, to ensure the advisor actually delivers value before receiving shares.
Who owns IP created by an advisor for a startup?
Without a written agreement, the advisor retains copyright in any work they create. An advisor agreement should include an IP assignment clause, transferring ownership of any work product to the company. This is critical if the advisor is developing anything that will be core to the startup's product.