Advisor Agreement

1. Services. Advisor agrees to consult with and advise Company at Company's request (the "Services"), including by [(describe services)] on [(provide dates of services)]. While this Agreement is in effect, Advisor will not, without Company's prior written consent, provide services (directly or indirectly) to any company active in (or planning to become active in) the field of ___________ or that otherwise competes with Company in such field.

2. Consideration. As the only consideration due Advisor for Services, subject to approval by the Company's Board of Directors (the "Board"), the Company anticipates granting Advisor an option to purchase [] shares of the Company's common stock at the fair market value as determined by the Board as of the date of grant (the "Grant"). The anticipated Grant will be governed by the terms and conditions of Advisor's grant agreement, and will include a year vesting schedule, under which the shares will vest in a series of __ successive equal monthly installments measured from the Effective Date, subject to Advisor's continuous service under this Agreement as of each such date. Advisor will also be entitled to reimbursement for reasonable, documented, out-of-pocket expenses that are incurred solely in performing the Services, are pre-approved in writing by Company, comply with Company's applicable expense policies (as may be updated from time to time), and are submitted for reimbursement with appropriate supporting documentation within thirty (30) days after being incurred.

3. Ownership. Company owns, and Advisor hereby assigns to Company, all works of authorship, deliverables, work product, technology, inventions, discoveries, developments, improvements, intellectual property and other materials, and all related rights (including all patent rights, copyrights, mask work rights, trade secret rights, and all rights to priority and rights to file patent applications and/or registered designs) throughout the world, that are created, conceived, reduced to practice, developed, or made by or on behalf of Advisor, in whole or in part, in connection with the Services or using any Proprietary Information ("Inventions"); provided, however, that "Inventions" do not include any intellectual property, technology, works of authorship, inventions, tools, or materials that were conceived, reduced to practice, developed, or acquired by Advisor prior to the Effective Date or outside the scope of the Services without use of Company's Proprietary Information ("Preexisting IP"). Advisor will disclose to Company in writing any Preexisting IP that Advisor intends to incorporate in, make necessary for the use of, or otherwise use in connection with any Inventions or Services deliverables, and will not do so without Company's prior written consent; any Preexisting IP not so disclosed in writing will be deemed an Invention. To the extent any Preexisting IP is incorporated in, necessary for the use of, or otherwise used in connection with any Inventions or Services deliverables, Advisor hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import, and otherwise exploit such Preexisting IP. Advisor waives all moral rights in and to the Inventions and Services deliverables, and all similar rights under the laws of any jurisdiction, whether now existing or conferred in the future. Advisor agrees to promptly, during and after the term of this Agreement, execute, verify, and deliver to Company any documents and take any other actions reasonably requested by Company to perfect, record, or enforce Company's rights in the Inventions, and Advisor hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Advisor's agent and attorney-in-fact to act for and on Advisor's behalf to execute and file any such documents if Advisor fails to do so promptly after request.

4. Proprietary Information. Advisor agrees that all non-public information relating to Company or its business that Advisor receives from Company or its representatives, or otherwise learns or develops in connection with the Services, in any form or medium, including without limitation information regarding Company's products, services, technology, trade secrets, finances, business plans, operations, customers, suppliers, and employees, and all Inventions, constitute "Proprietary Information." Advisor will hold in confidence and not disclose or, except as necessary to perform the Services for Company, use any Proprietary Information. Advisor will protect Proprietary Information using at least reasonable care and in no event less than the degree of care Advisor uses to protect Advisor's own confidential information of similar sensitivity, and will not access, store, or transmit Proprietary Information except as reasonably necessary to perform the Services and consistent with Company's reasonable instructions. To the extent Advisor receives from Company any personal information or personal data, Advisor will (i) comply with all applicable privacy and data protection laws (including, where applicable, the California Consumer Privacy Act, as amended, including by the California Privacy Rights Act (collectively, "CCPA/CPRA")), (ii) use such data only to perform the Services, (iii) not sell, share, retain, use, or disclose such data except as necessary to perform the Services or as otherwise instructed in writing by Company, and (iv) implement and maintain reasonable administrative, technical, and physical safeguards designed to protect such data. However, Advisor will not be so obligated with respect to information that Advisor can document (i) is or enters the public domain through no fault of Advisor, (ii) was known by Advisor without restriction prior to its disclosure by Company, (iii) is rightfully received by Advisor from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by Advisor without use of or reference to Proprietary Information. If Advisor is required by law, regulation, or valid legal process to disclose any Proprietary Information, Advisor will (to the extent legally permitted) provide Company with prompt written notice and reasonably cooperate (at Company's expense) with Company's efforts to seek a protective order or other appropriate remedy, and Advisor will disclose only that portion of the Proprietary Information that Advisor is legally required to disclose. Upon termination or as otherwise requested by Company, Advisor will promptly return to Company (or, at Company's option, securely destroy) all items and copies containing or embodying Proprietary Information, including all copies in electronic form (including in personal devices, email accounts, cloud storage, and backups to the extent reasonably accessible), and upon Company's request, certify in writing such return or destruction. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Advisor will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

5. Termination. Either party may terminate this Agreement at any time, for any reason, by giving the other notice. In addition, if the Company has not requested that the Advisor render any Services for any consecutive 12-month period, the Company may terminate this Agreement upon notice to Advisor. Sections 2 through 7 of this Agreement and any remedies for breach of this Agreement will survive any termination or expiration.

6. Relationship of the Parties; Promotional Rights. Notwithstanding any provision hereof, for all purposes of this Agreement, each party will be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other, and neither party has any authority to bind nor will attempt to bind the other to any contract or obligation. Advisor will be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort, including those applicable to independent contractors, arising from any compensation or benefits provided under this Agreement. Advisor will not be eligible to participate in any of Company's employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Company may use and authorize the use of Advisor's name, likeness and biographical information for bona fide business purposes (including identifying Advisor as an advisor to Company and in Company promotional materials and websites), provided such use will not state or imply Advisor's endorsement of any investment performance, securities offering or other regulated activity without Advisor's prior written consent.

7. No Conflicts; Compliance with Policies and Guidelines of Other Institutions. Advisor represents and warrants that neither this Agreement nor Advisor's performance of the Services will conflict with or violate any obligation of Advisor or any right of any third party, and that Advisor has (and will maintain) all rights, permissions, and authorizations necessary to perform the Services and to grant the rights contemplated by this Agreement. Advisor will not use or disclose in performing the Services any confidential information or proprietary materials of any third party (including any current or former employer or client) and will not bring any third-party materials to Company or incorporate them into any deliverables except with Company's prior written consent. If Advisor is affiliated or in the future becomes affiliated with different entities or institutions, such as colleges or universities/research institutes (each, an "Institution") and must fulfill certain obligations to any such Institution pursuant to each Institution's guidelines or policies ("Institution Policies"), then Advisor will promptly provide the Company with a written list of any such Institution(s) and will promptly provide the Company copies of any Institution Policies that could reasonably relate to the Services, any Inventions, or any Proprietary Information, and hereby represents and warrants to the Company that Advisor has complied and will continue to comply with any such Institution Policies. If Advisor is required to disclose any inventions or other information relating to the Services to an Institution pursuant to applicable Institution Policies, Advisor will notify the Company in writing reasonably in advance of any such disclosure (and in any event sufficiently in advance for Company to evaluate its rights and options), specifying the nature of such disclosure, and Advisor will not make any such disclosure to the extent it includes Company Proprietary Information without Company's prior written consent.

This template was prepared and made publicly available by General Legal, PC ("General Legal"). It is provided for general reference purposes only and does not constitute, and should not be construed as, legal advice, or an endorsement or review of any particular transaction in which it is used. Use of this template does not create an attorney-client relationship with General Legal. General Legal has not reviewed, and takes no position on, any modifications made to this document or the deal terms it is used to document.