When a founder brings a seasoned operator on board to open doors and offer counsel, the handshake usually comes first and the paperwork later, if at all. An advisory agreement template UK startups can trust is what turns that handshake into something clear enough to avoid an awkward conversation down the line. An advisory agreement sets out the terms on which someone advises your company without becoming an employee: what they will do, what they get in return, usually a small equity grant or a modest fee, and, crucially, that any intellectual property they touch belongs to the company (a point that sits alongside a proper IP assignment rather than replacing it). This guide explains what a UK advisory agreement should cover and how to draft one from vetted clauses in 99 Data Rooms. It is general information, not legal advice.
The people who need this most are startups and the founders running them, at the stage where advisers are joining faster than contracts are being written. It matters for two unglamorous reasons. First, advisory equity that was never properly documented is a classic mess to untangle when you raise, because an investor working through a due diligence request list will want to see exactly who owns what. Second, an adviser is emphatically not an employee, and the agreement needs to say so clearly, because blurring that line can create obligations and tax questions nobody intended.
What a UK advisory agreement should cover
The backbone of an advisory agreement is a plain description of the role: what the adviser is expected to do, roughly how much time they will give, and over what period. Advisers are typically engaged for a fixed term, often one to two years, with the option to renew, and the agreement should say how either side can end it. Vagueness here is where relationships sour, so a good document states the commitment in concrete terms rather than leaving "help out now and then" to interpretation.
Then comes the consideration, which for advisers usually takes one of two forms: equity or a fee, and sometimes a little of both. Where equity is involved, the agreement records what is being granted and on what basis, commonly options that vest over the term, so the adviser earns their stake by actually advising rather than receiving it all on day one. Where it is a fee, the document states the amount and how it is paid. The template is built to handle either route, which matters because the equity-for-advice model is so common in startups and so often done on a promise rather than a document.
Timing is part of what makes an advisory agreement worth doing properly. The best moment to paper it is right at the start, before the adviser has made introductions or shared advice you are already acting on, because that is when the terms are easy to agree and nobody feels they are being asked to formalise a favour after the fact. Leaving it until you raise, when an investor asks who owns what, is how a friendly arrangement turns into an awkward renegotiation.
The clause founders most often forget is intellectual property. If an adviser sketches a go-to-market plan, introduces a framework, or contributes to a product idea, you want the resulting IP to sit with the company, and the agreement assigns it accordingly. Under England and Wales law the person who creates a work is often its first owner unless there is an assignment in place, so the wording here does real work; our IP assignment guide explains the underlying position in more detail. Alongside that, an advisory agreement should carry confidentiality obligations, advisers see sensitive material, and it should state plainly that the relationship is advisory, not employment, and does not create a partnership or agency. That "no employment" statement is not boilerplate padding; it is the line that keeps the arrangement what you intended it to be, and it protects both sides if the relationship is ever looked at closely. As with any of this, it is general information rather than legal advice, and where an adviser is taking meaningful equity it is worth a professional eye.
Drafting one in 99 Data Rooms
The 99 Data Rooms drafter, "Legal Drafting", carries the Advisory Agreement in its "People & Founders" cluster, next to the founder, employment, consultancy and NED templates. The way it produces a document is worth being precise about, because it is the opposite of a chatbot writing law: it selects vetted England and Wales clauses by ID based on your answers and fills in the blanks. It assembles from a maintained clause library, and you can browse the whole template library on our site. Vetted clauses, assembled, never invented.
You can open the template directly or describe what you are setting up in plain words, "advisory agreement, 0.25% equity vesting over two years, no fee", and the assistant asks a short set of questions: who the adviser is, the term, whether they are paid in equity or cash, and the scope of the role. It then assembles the draft, including the IP assignment and the no-employment framing, and saves it free for you to keep. It is a starting point, not the final word: general information, not legal advice, so anything with real equity attached deserves a review before you rely on it.
From draft to signature, all in one place
Drafting the advisory agreement inside 99 Data Rooms means it flows straight into the rest of the product instead of sitting in your downloads folder waiting to be chased. Once the draft is ready, you can share it with the adviser as a tracked, revocable link rather than an attachment, gated behind a verified email and a one-time code so you know it is genuinely them opening it. Page-by-page analytics tell you whether they have read it and how long they spent, with the honest distinction between a raw visit and a verified viewer who cleared the gate, useful when an adviser has gone quiet and you are not sure whether they have even looked.
When you are both content, you send it for signature in the browser. The adviser signs without needing an account, you can send a reminder if they drift, and the executed PDF returns with an audit certificate recording who signed, when, their IP, intent to sign, and a SHA-256 fingerprint, so the equity grant you agreed is now backed by evidence, not memory. Electronic signatures are admissible for most commercial documents in England and Wales, with exceptions such as deeds, wills, land transfers and lasting powers of attorney (see Sources below), and that is general information rather than legal advice. If the arrangement ends, access is revocable in one click. Drafted, shared, tracked and signed, one document, never leaving your control.
Draft your advisory agreement for free
Draft an advisory agreement from vetted England and Wales clauses in 99 Data Rooms, keep the draft, and share or sign it without switching tools, so the equity you promised an adviser is on the record properly. The free tier is a genuine tier: three rooms, twenty-five active links, forever, no card required. Start for free: it is in beta and improving fast, and the journey from a handshake to a signed advisory agreement with an audit trail already runs end to end in one place.
Sources
- Copyright first ownership (the IP point an advisory agreement addresses by assigning rights to the company): Copyright, Designs and Patents Act 1988, s.11, https://www.legislation.gov.uk/ukpga/1988/48/section/11
- Electronic signatures, validity and witnessing of deeds in England and Wales: Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82
Is an advisory agreement legally binding in England and Wales?
Yes, an advisory agreement is a contract and is generally binding where it has the usual contractual elements and clear terms. What makes it hold up is precision about the role, the consideration and the IP position. This is general information, not legal advice.
Should I pay an adviser in equity or cash?
Both are common, and the right answer depends on your stage and cash position. Early-stage startups often grant a small equity stake that vests over the advisory term, so the adviser earns it by staying engaged, while more established companies may prefer a fee. The template supports either, and the key is that whichever you choose is documented rather than agreed on a call and forgotten.
Does an advisory agreement make the adviser an employee?
No, a properly drafted advisory agreement states expressly that the relationship is advisory and not employment, and that it does not create a partnership or agency. That distinction affects obligations and tax, which is why the wording matters. If in doubt about an individual's status, take advice; this is general information only.
Who owns ideas an adviser contributes?
Under a well-drafted advisory agreement, intellectual property the adviser produces in connection with the role is assigned to the company. Without such a clause, ownership can be unclear, which is a problem investors notice. The vetted template includes IP assignment for this reason, and our IP assignment guide covers the underlying law.
Can the adviser sign the agreement online?
Yes. Once drafted it flows into e-signature inside 99 Data Rooms, so the adviser signs in the browser and you receive an executed PDF with an audit certificate. E-signatures are admissible for most commercial documents in England and Wales, subject to the usual exceptions. General information, not legal advice.