Equity-for-Service
& Advisor Agreements for Creators

Push back, then sign. 0.25% sits at the floor of the standard range for a Standard advisor at the seed stage (the FAST framework benchmark is 0.20% to 0.80% at that stage), so the percentage itself is low if your audience and reach are part of why they want you. The IP-assignment, vesting cliff, and post-termination exercise window are where the bigger trades happen. The strategy call walks through the four levers worth pushing on before you sign.

Cap your total advisory pool at 3% to 5% of fully diluted equity, granted across three to seven advisors. The Founder Institute's FAST framework gives standard ranges by stage and engagement level: pre-seed Standard 0.25%, Strategic 0.5%, Expert 1.0%, dropping at each later stage. Use two-year vesting with a three-month cliff so under-performing advisors do not keep equity. Document each grant in a written advisor agreement; verbal promises become cap-table problems investors flag in diligence.

Industry standard runs 0.15% to 1.0% of fully diluted equity per advisor, depending on company stage and engagement level. The FAST framework anchors the market: Standard advisors at 0.15% to 0.25%, Strategic at 0.30% to 0.50%, Expert at 0.60% to 1.0%. Higher end at pre-seed; lower at later stages. Carta's median in practice runs lower: 0.25% pre-seed, 0.11% seed, 0.06% Series A. If your audience or reach is part of why they want you, push toward Strategic or Expert ranges and document why.

Stock options are the default for advisors, specifically Non-Qualified Stock Options (NSOs), because advisors are not employees and are not eligible for Incentive Stock Options. NSOs require no upfront payment from the advisor, defer tax until exercise, and align with how Delaware C-Corps administer equity. Restricted stock awards are sometimes used at the very early stage when fair market value is minimal and the 83(b) election lets the advisor lock in tax treatment, but most engagements use NSOs.

Two years monthly with a three-month cliff is the dominant market structure. The cliff lets either side walk away in the first 90 days without any equity moving. After the cliff, monthly vesting rewards ongoing engagement rather than the initial signature. Some advisor agreements run 12 months without a cliff for short-engagement advisors; longer than two years is rare unless the advisor functions like a part-time employee. Whatever the schedule, vesting should match the time horizon over which the advisor is actually providing value.

The company, in almost every standard advisor agreement. The IP-assignment clause is broad: anything you conceive, create, or develop during the engagement that relates to the company's business gets assigned. Under 17 USC §101, works of authorship can be classified as work-for-hire, with the company treated as the author. The negotiation move is to carve out your pre-existing IP, your audience, and content unrelated to the company's specific business. For a creator whose name and audience are part of the deal, that carve-out matters more than the equity percentage.

An advisor provides ongoing strategic guidance over a long-term relationship, paid in equity that vests over one to two years. A consultant delivers specific work product over a defined project, paid in cash. The legal documents differ accordingly. An advisor agreement covers equity, vesting, and confidentiality. A consulting agreement covers scope of work, deliverables, payment terms, and intellectual property assignment for the specific project. The classification matters because IRS treatment, tax forms, and dispute resolution paths differ.

Usually no, because every standard advisor agreement includes confidentiality provisions that function like an NDA. A standalone NDA matters in two situations. The first is when confidential information is being shared before the advisor agreement is signed (the recruiting conversation, the diligence call). The second is when the company has a formal trade-secret protection program with reasonable measures documented under 18 USC §1833, the federal Defend Trade Secrets Act. For deeper protection, see NDA & Trade Secret Protection.

Standard plans give you 90 days from termination to exercise vested options or lose them. The 90-day window is a default carryover from Incentive Stock Option rules even though advisor options are NSOs. The negotiation move is to extend the exercise period to one to seven years post-termination, especially if the company is private and the exercise price plus tax bill would force you to walk away from real value. Extended exercise periods are increasingly common at venture-backed startups for advisors with material grants.

Single-trigger acceleration vests 25% to 100% of unvested options the moment a change of control closes. Double-trigger acceleration vests only if you are also terminated within 12 months after the acquisition. Acquirers typically push back on full single-trigger because they want advisors engaged post-close, but partial single-trigger (25% to 50%) is often negotiable. Double-trigger is the more common compromise for advisors. The acceleration provision is one of the highest-leverage clauses in the agreement, so it gets specific attention during negotiation.

California voids most non-competes by statute. Under California Business and Professions Code §16600, every contract restraining engagement in a lawful profession or business is to that extent void, with narrow exceptions for sale of business and partnership dissolution. AB 1076 (effective 2024) made attempting to enforce a non-compete affirmative employer liability. A non-compete clause in an advisor agreement against a California creator is generally unenforceable. Non-solicitation of employees and customers is more enforceable, with shorter durations (12 to 18 months) and narrower scope being standard. Other US states vary widely.

Each jurisdiction adds a different layer. California voids non-competes by statute and limits IP-assignment in employment and advisor relationships under Labor Code §2870, which carves out advisor inventions developed without company resources. Ontario follows common-law principles where advisor relationships are governed by the explicit terms of the contract. Quebec is a civil-law jurisdiction where the Civil Code of Québec governs and bilingual drafting often matters for enforceability. The advisor agreement should specify governing law, dispute resolution venue, and tax treatment for equity grants paid to a non-US recipient.