Advisor Agreement Template (Australia)

For early-stage and growth companies engaging equity-only advisers

$199.00 +GST

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Use this template to:
  • Engage an adviser on an equity-only basis, with no cash fee;
  • Define milestone vesting for Options tied to funding, performance or exit;
  • Document independent contractor status and assign intellectual property rights;
  • Confirm the Option grant qualifies for Division 1A employee share relief.

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Advisor Agreement Template: Section on Business Days and Execution

About this Document

Use this template if you:
  • Are engaging an advisory board member or individual adviser on an equity-only basis, with no cash advisory fee
  • Want the adviser’s Options to vest in tranches against defined milestones, such as funding, performance or exit events, rather than on the passage of time
  • Need a standalone Option Agreement and Vesting Milestones Schedule to sit alongside the main agreement
  • Intend to make the offer of Options in reliance on the Division 1A (Part 7.12) employee share scheme relief in the Corporations Act 2001 (Cth)
It is suited to:
  • Early-stage and growth companies, typically pre-Series A or Series A
  • Companies engaging an Australian tax-resident adviser as an independent contractor rather than an employee
  • Companies wanting an equity-only engagement with no cash component, structured for NSW governing law and jurisdiction
What this template covers:
  • An Advisor Agreement covering scope of services, term, independent contractor status, the equity-only compensation structure, expenses, time commitment, obligations, termination, intellectual property, confidentiality, non-competition, GST, employee share scheme compliance, dispute resolution and general provisions
  • Schedule 1: an Option Agreement for the grant, milestone vesting, exercise, adjustments, act of default and termination of the Options
  • Schedule 2: a Vesting Milestones Schedule for operational or performance, funding or “waterfall”, and liquidity or exit milestones
  • Employee share scheme compliance under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth)
  • GST treatment of the Options as non-cash consideration under the A New Tax System (Goods and Services Tax) Act 1999 (Cth)
  • A regulatory currency statement summarising the current employee share scheme relief
You receive an editable Word document with placeholders for your company name, ACN and address, the adviser’s details, the term and minimum hours, the number of Options and the Schedule 2 milestones. It is a practical, lawyer-drafted starting point for an equity-only adviser engagement; because the milestone structure and employee share scheme analysis are commercially and legally sensitive, have the completed agreement and any actual grant of Options reviewed by a qualified lawyer before execution.

How To Use This Template

This template is a starting point, not a final document. It’s been drafted by Australian lawyers to be practical and flexible, but it still needs to be reviewed and tailored for your specific business, transaction and risk profile.

Before you use it, you should:

  • Complete all placeholders, bracketed items and optional fields;
  • Remove any drafting notes or clauses that aren’t relevant to your situation; and
  • Check that party names, entity details, dates, addresses, contact details and defined terms are accurate.

Make sure the template is consistent with your other documents and obligations – including any existing contracts, policies, procedures, website terms, privacy disclosures, regulatory requirements or internal governance documents. If anything conflicts, it should be resolved before you sign, issue, adopt or implement the document.

If you are using the template as an agreement, it should be reviewed and signed by all relevant parties in accordance with applicable law and your internal signing requirements. If you are using it as a policy, procedure, notice or compliance record, it should be approved and stored under your organisation’s normal document control processes.

This template is provided as general information only and is not legal advice. Complex, high‑value, highly regulated or cross‑border matters will usually require bespoke drafting. For anything outside a straightforward use case, we strongly recommend obtaining legal advice before relying on, signing or implementing this document.

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