The Advisor Equity Agreement is a crucial document used when companies in Pakistan seek to engage experienced professionals as advisors while conserving cash resources by offering equity compensation. This arrangement is particularly common among startups and growth-stage companies looking to benefit from expert guidance in areas such as strategy, technology, or market expansion. The document, governed by Pakistani law, specifically the Companies Act 2017 and Securities Act 2015, outlines the advisor's roles, responsibilities, and equity compensation structure, including vesting schedules and conditions. It provides essential protection for both the company and the advisor by clearly defining the relationship terms, confidentiality obligations, and intellectual property rights. The agreement must be carefully structured to comply with Pakistani securities regulations while remaining practical and enforceable.
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1. Parties: Identifies the company and the advisor, including their full legal names, addresses, and registration details where applicable
2. Background: Explains the context of the agreement, the company's desire to engage the advisor, and the advisor's qualifications
3. Definitions: Defines key terms used throughout the agreement, including types of shares, vesting periods, and advisory services
4. Appointment and Services: Details the advisor's appointment, role, and scope of advisory services to be provided
5. Equity Compensation: Specifies the equity grant details, including number of shares or options, type of securities, and consideration
6. Vesting Schedule: Outlines the vesting timeline, conditions, and any acceleration provisions
7. Advisor's Obligations: Lists the advisor's duties, time commitments, reporting requirements, and performance standards
8. Company's Obligations: Details the company's responsibilities, including equity issuance, information provision, and support
9. Representations and Warranties: Contains statements of fact and promises from both parties regarding their capacity and authority
10. Confidentiality: Establishes confidentiality obligations and handling of proprietary information
11. Intellectual Property: Addresses ownership and rights to any IP created during the advisory relationship
12. Term and Termination: Specifies the duration of the agreement and circumstances for termination
13. General Provisions: Includes standard legal clauses like governing law, notices, and amendments
1. Non-Competition: Restricts advisor from competing activities; include when advisor has access to sensitive competitive information
2. Non-Solicitation: Prevents advisor from soliciting employees or customers; use when advisor has significant contact with key stakeholders
3. Board Observer Rights: Grants advisor right to attend board meetings; include for strategic advisors or significant equity holders
4. Tag-Along Rights: Gives advisor right to join in sale of shares; relevant for substantial equity grants
5. Drag-Along Rights: Requires advisor to join in sale of shares; important for potential future company sale
6. Tax Provisions: Detailed tax handling procedures; include when complex tax implications exist or for international advisors
7. Dispute Resolution: Specifies arbitration or mediation procedures; include when parties prefer alternative dispute resolution
8. Currency Provisions: Addresses currency conversion and payment terms; include for international advisors
1. Schedule A - Services Description: Detailed outline of specific advisory services, deliverables, and performance metrics
2. Schedule B - Equity Terms: Detailed terms of equity grant, including class of shares, rights, and restrictions
3. Schedule C - Vesting Schedule: Detailed vesting timeline, including any cliff period and acceleration events
4. Schedule D - Company Information: Key company information including capital structure and current shareholding
5. Appendix 1 - Share Transfer Form: Standard form for executing share transfers under the agreement
6. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and procedures
7. Appendix 3 - Board Resolution: Copy of board resolution approving the advisor appointment and equity grant
8. Appendix 4 - Required Regulatory Forms: Any forms required by Pakistani securities regulations for equity issuance
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