A structural starting point to make the conversation concrete and the terms negotiable. The first executed instance will be with Bobby John of HIP Nation; subsequent advisor agreements derive from this same structure.
This template is a structural starting point, not a substitute for review by counsel licensed in California. Before either party signs, the company should run a final version past its legal advisor.
This Advisor Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between Abeó Health LLC, a California limited liability company with its principal place of business at 28100 Cabot Rd. Suite 232, Laguna Niguel, CA 92677 ("Company"), and [ADVISOR FULL LEGAL NAME], an individual residing at [ADVISOR ADDRESS] ("Advisor"). The Parties are referred to individually as a "Party" and collectively as the "Parties."
The Company engages the Advisor to provide strategic advisory services in support of the Company's mission as a Community Care Coordination Network operating under California Home Care Organization licensure. The advisory relationship is structured to be high-trust, low-overhead, and renewable on the terms specified in this Agreement.
The Advisor agrees to provide the following services during the Term:
(a) A standing 30-minute conversation each calendar month with the founder, agenda collaborative. (b) A minimum of one substantive warm introduction per quarter — context about the Company plus an explicit ask for a meeting, not a passing reference.
(c) Reasonable ad-hoc availability (responsiveness within 48 hours on business days; Advisor's primary commitments take precedence). (d) Permission to identify the Advisor by name and affiliation on Company materials, without overstating the relationship (not as employee, officer, or director).
The Advisor's obligations are non-exclusive; the Advisor may advise other organizations, including adjacent/competitive ones, subject to the confidentiality obligations in Section 6.
3. Compensation — SELECT ONE; delete the other before signing.
Grant of [0.25%–0.50%] of fully diluted equity as restricted membership units (or restricted stock/options on C-corp conversion). Vests monthly over 24 months from the Effective Date, subject to continued service. Full acceleration on a Change of Control. No cash compensation owed.
Hourly rate of $[200–400]/hour against a monthly minimum retainer of $[500–2,000], covering the monthly check-in and reasonable on-call availability. Hours above the floor billed monthly, payable within 30 days of invoice.
The Company reimburses reasonable, pre-approved out-of-pocket expenses incurred in the direct performance of services (e.g., travel to a Company-requested meeting). Routine business expenses (office, phone, software) are not reimbursable. Submit with receipts within 60 days; paid within 30 days of approval.
The Advisor will receive Confidential Information (business plans, financial projections, customer lists, partnership negotiations, regulatory filings, HIPAA-protected caregiver/patient information, technology/product roadmaps). The Advisor agrees to: (a) hold it in strict confidence; (b) use it solely to provide services; (c) return or destroy it on termination; (d) comply with HIPAA and HITECH for any PHI disclosed.
Exceptions: information that is/becomes public through no fault of the Advisor; rightfully held prior; rightfully obtained from a third party; or required by law/court order (with reasonable advance notice to the Company).
(7) During the Term and 2 years after, neither Party makes materially disparaging public statements (honest private feedback excepted). (8) The Advisor is an independent contractor — not employee, officer, partner, or agent; no authority to bind the Company; responsible for own taxes; not eligible for employee benefits.
Work product specifically created at the Company's direction and compensated under this Agreement is the Company's sole property. Pre-existing Advisor IP remains the Advisor's. General advice and strategic guidance are not 'work product.'
Governed by California law (no conflict-of-law). Disputes unresolved by good-faith negotiation within 30 days → binding arbitration in Orange County, CA (single arbitrator, AAA Commercial Rules). Prevailing Party recovers reasonable fees/costs. Injunctive relief for Section 6 breaches preserved.
This Agreement is the entire agreement and supersedes prior understandings; amendments require a signed writing. May be executed in counterparts; electronic signatures (DocuSign, Adobe Sign) are valid and binding.
ABEÓ HEALTH LLC — By: __________ · Name: Brittany Solomon · Title: Founder & CEO · Date: ______ | ADVISOR — By: __________ · Name: [ADVISOR FULL LEGAL NAME] · Title: [for context only] · Date: ______
Option B (cash retainer) is typically more appropriate — these advisors often have institutional employer constraints on accepting equity in operating companies.
Template maintained at marketing/advisor-agreement-template. Pair with partnership-roadmap (Track 05) for strategic context. Always run a final version past California-licensed counsel before either party signs.