[{"id":"18de440f-91ce-47b2-9455-90ae168e7103","order":1,"text":"ADVISOR AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c041d884-6310-40bd-b3ed-ff3125e63e8a","order":2,"text":"Equity Compensation — Independent Contractor Engagement","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"28","cflou":false,"active":true},{"id":"f65cafa2-adc4-4aed-b416-0ea3de04b2a4","order":3,"text":"This Advisor Agreement (this \"Agreement\") is entered into and is effective as of [Effective date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"50b5662b-2d78-4c82-90f8-b3ff0a0ed0f1","order":4,"text":"[Company name], a corporation incorporated under the laws of the State of Delaware, with its principal place of business at [Company address, city, state and ZIP code] (the \"Company\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74a263f1-0af0-4139-963f-2b8a74b8b223","order":5,"text":"[Advisor full name], an individual residing at [Advisor address, city, state and ZIP code] (the \"Advisor\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"10105e12-5b91-411a-90d9-31121d528b75","order":6,"text":"The Company and the Advisor are each referred to as a \"Party\" and together as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f080e132-fc7c-4feb-8352-2a19bd971d27","order":7,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"038910b2-e0ac-4830-812f-1a5217be2025","order":8,"text":"The Company is engaged in the business of [Describe the Company's business].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6dfcf68a-6830-43fa-91fb-92246f08f96b","order":9,"text":"The Advisor has knowledge, experience, contacts and judgment that the Company believes will materially assist it in developing its business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f00ca86a-d437-49be-bd1a-d91a33a9d5c0","order":10,"text":"The Company wishes to engage the Advisor to provide advisory services, and the Advisor wishes to accept that engagement, on the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f49e027c-6306-4e3e-88f7-e7df2de20784","order":11,"text":"The Parties intend that the Advisor be compensated for the advisory services solely by the grant of equity in the Company, and not by way of cash fees, subject to the vesting and forfeiture terms set out below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a7eb4f8-d6f7-40ef-9c79-aceff995d0ea","order":12,"text":"NOW, THEREFORE, in consideration of the mutual covenants and promises in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73fb169b-bebf-4143-a1ed-f3bd9821a378","order":13,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"6432013f-ffe8-4cde-acff-681fbb8c4719","order":14,"text":"In this Agreement, the terms below have the meanings given to them in this Article. Terms defined elsewhere in this Agreement have the meanings given to them where they first appear.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71d8a3e8-279e-468f-8427-033c68e7e22e","order":15,"text":"\"Affiliate\" means, in relation to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, that person or entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cc7e2409-802a-4035-8124-d4a2ec01445e","order":16,"text":"\"Business Day\" means a day other than a Saturday, a Sunday or a day on which banks in the State of Delaware are authorized or required by law to close.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"68c2919c-4db5-43eb-abb3-690bfd8575e6","order":17,"text":"\"Change of Control\" means the closing of (i) a merger or consolidation of the Company with or into another entity after which the holders of the voting securities of the Company immediately before the transaction hold less than a majority of the voting power of the surviving or acquiring entity or its parent, (ii) the sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company, or (iii) the acquisition by any person or group of beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of the Company, provided that a bona fide equity financing whose principal purpose is to raise capital is not a Change of Control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"63b379bd-4641-4c81-b9b3-899855a2ad9e","order":18,"text":"\"Confidential Information\" means all non-public information of the Company, or of a third party that the Company is obliged to keep confidential, that is disclosed to the Advisor or to which the Advisor obtains access in connection with the Services, in whatever form and whether or not marked as confidential, including technology, source code, algorithms, inventions, know-how, product plans and roadmaps, research and development, financial information, models and results, capitalization, pricing, customer, supplier, investor, employee and candidate information, business plans, strategies and forecasts, and the existence and terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c0527dce-2e48-45b2-bbcb-d8ae1ca1f0a7","order":19,"text":"\"Services\" means the advisory services described in the Article entitled \"Engagement and Services\", together with any further advisory services the Parties agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0017adcd-0234-48ff-90f2-6cd74ab7ee95","order":20,"text":"\"Work Product\" means all inventions, discoveries, improvements, designs, works of authorship, software, data, documentation, know-how, marks and other materials, whether or not patentable or registrable, that the Advisor conceives, creates, develops or reduces to practice, alone or with others, in the course of performing the Services or by use of the Confidential Information or of the resources of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3663767-81d8-4a21-b5c8-b26e3d82be5e","order":21,"text":"2. ENGAGEMENT AND SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"f4bfb7c8-d47a-4923-ae1f-3d25e378d5ed","order":22,"text":"The Company engages the Advisor, and the Advisor accepts engagement, as an advisor to the Company on the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9a0da7e0-f270-46a3-809f-f90bbfd14979","order":23,"text":"The Advisor is engaged at the Standard advisor level. The Parties acknowledge that the advisor level reflects the scope, seniority and expected intensity of the involvement of the Advisor, and that it has been taken into account in determining the size of the equity award described in the Article entitled \"Equity Compensation\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efe48806-23ca-407e-b715-59bac676eabc","order":24,"text":"At the Standard level, the Advisor is expected to be reasonably available for periodic telephone or video calls with the founders and management of the Company, to respond to questions within a reasonable time, and to attend meetings to which the Advisor is invited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ecde370d-0cba-4f9f-ad39-bc74babe60c8","value":"Standard","type":"add","operator":"="}]},{"id":"40b73f98-c36c-407e-a8a2-1e8496b0582e","order":25,"text":"At the Strategic level, the Advisor is expected to be reasonably available for periodic calls with the founders and management of the Company, to contribute to the strategic planning of the Company, to review and comment on material business documents when asked, and to make introductions to prospective customers, partners, employees and investors within the network of the Advisor, subject to the professional judgment of the Advisor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ecde370d-0cba-4f9f-ad39-bc74babe60c8","value":"Strategic","type":"add","operator":"="}]},{"id":"1f3c5cbb-048c-4d72-ac6a-056f7cb0fd4d","order":26,"text":"At the Expert level, the Advisor is expected to devote sustained attention to a defined area of the business of the Company, to lead or co-lead advisory workstreams agreed with the Company, to contribute to strategic planning and to recruiting, and to make introductions to, and attend meetings with, prospective customers, partners, employees and investors, subject to the professional judgment of the Advisor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ecde370d-0cba-4f9f-ad39-bc74babe60c8","value":"Expert","type":"add","operator":"="}]},{"id":"4fd5dd7f-d0f6-433f-8fd9-6c5b542e6ace","order":27,"text":"The Services consist of the following, together with any other advisory services the Parties agree in writing:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"49fdf461-ae4a-4a30-b12a-83200d2cc192","order":28,"text":"[Describe the advisory services: for example, monthly strategy calls, product and go-to-market review, introductions to investors and customers, technical architecture guidance]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"b86961cf-2e47-433f-af5f-d3c9bd729fa1","order":29,"text":"The Advisor shall devote to the Services the time reasonably required to perform them, which the Parties presently expect to average approximately [Hours per month] hours per month.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89a8996c-74dd-4ffb-a794-6f5a421c5cf7","order":30,"text":"The Advisor shall perform the Services in a professional and workmanlike manner, consistent with the care, skill and diligence customarily exercised by advisors performing comparable services, and in compliance with all applicable laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61ef495a-af50-40aa-bdcf-b29d48c9c151","order":31,"text":"The Advisor has no authority to bind the Company, to enter into any contract or commitment on its behalf, to incur any obligation in its name, or to hold himself or herself out as an officer, employee or agent of the Company, unless the Company authorizes it in writing in advance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21ddc0b9-1cca-483f-9b40-f7a160901fee","order":32,"text":"The Company shall give the Advisor the information, access and cooperation reasonably necessary for the performance of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"751cf5a5-31e6-4bb7-ada0-f3bc54b3314f","order":33,"text":"3. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"b318f5ff-aa30-47b0-96bb-f5c8c0e22772","order":34,"text":"This Agreement begins on the Effective Date and, unless terminated earlier in accordance with this Article, continues for twenty-four (24) months (the \"Term\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e0a872c5-c6f9-4924-85c8-51659bc14d50","order":35,"text":"Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party not less than [Notice period in days] days' prior written notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b4502aed-3ab0-49b4-825d-2635c92f0b92","order":36,"text":"The Company may terminate this Agreement with immediate effect by written notice if the Advisor commits a material breach of this Agreement that is not cured within ten (10) days after written notice of it; engages in fraud, gross negligence, willful misconduct or dishonesty affecting the Company; is convicted of, or pleads guilty or nolo contendere to, a felony or a crime involving moral turpitude; or becomes subject to a legal or contractual restriction that prevents the Advisor from performing the Services (each of these events being \"Cause\"). A notice of termination for Cause must state the Cause relied on and takes effect on the date specified in the notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97e9c4a1-94f1-41bc-905d-aa706c03a57d","order":37,"text":"This Agreement is personal to the Advisor. It terminates automatically on the death of the Advisor, and on written notice by the Company if the Advisor becomes unable, by reason of physical or mental incapacity, to perform the Services for a continuous period of ninety (90) days or for an aggregate of one hundred and twenty (120) days in any twelve (12) month period. Termination under this paragraph is not a termination for Cause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ea258bf-5113-4a65-8d12-689d5408e0cd","order":38,"text":"On expiration or termination of this Agreement for any reason, the Advisor shall promptly cease to hold himself or herself out as an advisor to the Company, shall deal with the Confidential Information as required by the Article entitled \"Confidential Information\", and shall retain only the vested portion of the equity award as provided in the Article entitled \"Vesting\". Each Party shall satisfy any obligation that accrued before the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bba6049e-6f82-4351-8b3c-dacd6025228c","order":39,"text":"The Articles entitled \"Definitions\", \"Confidential Information\", \"Securities Trading and Material Non-Public Information\", \"Intellectual Property and Work Product\", \"Non-Solicitation\", \"Introductions, Finders and Broker Activity\", \"Compliance with Law, Anti-Corruption and Trade Controls\", \"Representations and Warranties\", \"Securities Law Matters\", \"Tax Matters\", \"Limitation of Liability and Indemnification\", \"Notices\", \"Governing Law and Dispute Resolution\" and \"General Provisions\", together with any other provision that by its nature is intended to survive, survive the expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab204040-14ff-4112-a85f-ec345159864b","order":40,"text":"4. EQUITY COMPENSATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"44ce1188-9ea7-4832-9f24-d09064acc992","order":41,"text":"As the sole consideration for the Services, and in place of any cash fee, the Company shall grant the Advisor an equity award (the \"Award\") under the [Name of the equity incentive plan] of the Company (the \"Plan\"), subject to approval of the grant by the board of directors of the Company (the \"Board\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfa98c98-308e-4177-8b9e-7ed7cae66611","order":42,"text":"The Award takes the form of a nonstatutory stock option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"51ee394a-9ce8-413d-9962-44af7b941782","order":43,"text":"The Award covers [Number of shares] shares of the common stock of the Company, representing approximately [Percentage]% of the capitalization of the Company on a fully diluted basis as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"431db10a-245b-4bb5-b9a9-bcfe9b56c9bb","order":44,"text":"The Award is evidenced by, and subject in all respects to, the Plan and a written award agreement between the Company and the Advisor (the \"Award Agreement\"). If there is any conflict between this Agreement and the Plan or the Award Agreement in respect of the Award, the Plan and the Award Agreement govern.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b00b1e3-b4e3-49e1-8b64-53fff6fe6fc5","order":45,"text":"The exercise price is $[Price per share] per share, which the Board has determined to be not less than the fair market value of a share of common stock on the date of grant. The option is a nonstatutory stock option and is not an incentive stock option within the meaning of the Internal Revenue Code. To the extent vested, the option remains exercisable for the post-termination exercise period set out in the Plan and in the Award Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"61a97c05-05c8-48f3-9466-f2ad0d68cca1","value":"a nonstatutory stock option","type":"add","operator":"="}]},{"id":"ae225e8a-8faa-464e-b26b-61e6343e67de","order":46,"text":"The shares subject to the Award are issued at a purchase price of $[Price per share] per share, payable in cash, by check or by any other consideration the Board permits. The unvested shares are subject to the right of the Company to repurchase them at the original purchase price on termination of the service of the Advisor, as set out in the Award Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"61a97c05-05c8-48f3-9466-f2ad0d68cca1","value":"an award of restricted stock","type":"add","operator":"="}]},{"id":"521945cf-cb67-4a0b-bf8b-87df3fcced58","order":47,"text":"The Company shall use reasonable efforts to procure that the Board approves the Award, and shall deliver the Award Agreement to the Advisor, within sixty (60) days after the Effective Date. If the Award has not been approved and documented within that period, the Advisor may terminate this Agreement with immediate effect by written notice, and neither Party then has any further obligation to the other, other than the obligations expressed to survive termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e9da4ca8-120b-40c1-b961-ea364530ee13","order":48,"text":"The Award carries no anti-dilution protection. The percentage stated above is calculated as of the Effective Date only and will be diluted by later issuances of equity securities, by the reservation of additional shares under the Plan and by other changes in the capitalization of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"34835789-b058-4796-8924-24304486d53c","order":49,"text":"The Company makes no representation as to the future value of the Award or of any share of its capital stock, and the Advisor acknowledges that the Award may never have any value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"abb2c2f8-13ec-4859-8b5e-14a341090134","order":50,"text":"5. VESTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"931dd40e-8a40-4ead-9dc4-831fca14a577","order":51,"text":"Subject to the continued service of the Advisor under this Agreement, the Award vests over twenty-four (24) months measured from the Effective Date (the \"Vesting Commencement Date\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70f64280-2a92-4c65-89fd-f7d663c33c74","order":52,"text":"No part of the Award vests before the date falling three (3) months after the Vesting Commencement Date, on which date one-eighth (1/8) of the shares subject to the Award vests. The remaining shares then vest in equal monthly installments over the following twenty-one (21) months, so that the Award is fully vested on the second anniversary of the Vesting Commencement Date, subject in each case to the continued service of the Advisor through the relevant vesting date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"19ddc9cd-785d-4a43-a43c-edc2e1dee4e7","value":"cliff","type":"add","operator":"="}]},{"id":"2c585d71-26a0-416b-b029-d79f3de26d4b","order":53,"text":"The Award vests in twenty-four (24) equal monthly installments, the first of which vests on the date falling one (1) month after the Vesting Commencement Date, so that the Award is fully vested on the second anniversary of the Vesting Commencement Date, subject in each case to the continued service of the Advisor through the relevant vesting date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"19ddc9cd-785d-4a43-a43c-edc2e1dee4e7","value":"nocliff","type":"add","operator":"="}]},{"id":"6489b6df-3bb8-49e9-b92b-8342e175d1e7","order":54,"text":"For the purposes of this Article, continued service means the continued performance of the Services by the Advisor under this Agreement, and service ceases on the effective date of expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c97c1be-c1ec-4491-9f29-533a794dc58a","order":55,"text":"If a Change of Control closes while this Agreement is in effect, vesting of the Award accelerates in full immediately before, and conditional on, the closing, so that the Award is fully vested and, in the case of an option, exercisable as to all of the shares subject to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7d209db4-7df4-43aa-8ca2-baedcbaf319b","value":"accelerate","type":"add","operator":"="}]},{"id":"9b56774a-cbc0-4efa-8abb-b8d7fa88f52b","order":56,"text":"Vesting of the Award does not accelerate on a Change of Control. The treatment of the Award in a Change of Control is governed by the Plan and the Award Agreement, which may provide for the Award to be assumed, substituted, cashed out or terminated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7d209db4-7df4-43aa-8ca2-baedcbaf319b","value":"noaccelerate","type":"add","operator":"="}]},{"id":"83893d21-2359-4335-b034-751be63c2c57","order":57,"text":"Except as expressly provided in this Article, vesting stops on the effective date of expiration or termination of this Agreement. The unvested portion of the Award is then forfeited, or repurchased by the Company at the original purchase price, in accordance with the Plan and the Award Agreement, and no further part of the Award vests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79725aba-3f68-4116-a8c7-ed3e59119ecc","order":58,"text":"If this Agreement terminates on the death or incapacity of the Advisor, the Advisor, or the estate or legal representative of the Advisor, retains the portion of the Award vested at the date of termination. The treatment of that vested portion, including any period within which an option may be exercised by the estate or legal representative and any transfer restriction applying to the shares, is governed by the Plan and the Award Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c8cfea7-0af6-42c8-9892-40650ccd98ee","order":59,"text":"6. EXPENSES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"d82061e4-6ea9-43ae-b2be-bea2be4f8657","order":60,"text":"The Company shall reimburse the Advisor for reasonable and documented out-of-pocket expenses incurred in performing the Services, provided that any expense, or series of related expenses, exceeding $[Approval threshold] is approved in advance in writing by the Company. The Advisor shall provide reasonable supporting documentation, and the Company shall reimburse approved expenses within thirty (30) days after receiving a compliant claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"38218ce8-aba8-4a7d-b2eb-654dec3aaa3a","value":"reimburse","type":"add","operator":"="}]},{"id":"03e88ac6-849e-43d3-8025-266234658651","order":61,"text":"The Advisor bears his or her own costs and expenses of performing the Services, and the Company has no obligation to reimburse any expense unless it has agreed in writing, in advance, to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"38218ce8-aba8-4a7d-b2eb-654dec3aaa3a","value":"noreimburse","type":"add","operator":"="}]},{"id":"b3cd9c10-37e1-4b1a-abda-0c149a964a07","order":62,"text":"Reimbursement of expenses is not compensation for the Services and does not affect the Award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e222ddc5-a22a-4962-a22d-e5cdd523690e","order":63,"text":"7. INDEPENDENT CONTRACTOR STATUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"7077d192-98f9-4ea2-b690-26a58f1f7b87","order":64,"text":"The Advisor is engaged as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency or fiduciary relationship between the Parties, and neither Party is the employer, employee, partner or agent of the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8cb11a4e-c670-49f2-a864-3dacf31c67d4","order":65,"text":"The Advisor determines the method, details and means of performing the Services, subject to the reasonable requirements of the Company as to the results to be achieved, and supplies, at the expense of the Advisor, the equipment, tools and materials used in performing them, other than materials and access provided by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b4630cf-aaca-4dc4-9de1-f093162be40a","order":66,"text":"The Advisor is solely responsible for all federal, state and local taxes, including self-employment taxes, arising in respect of the Award and of any other consideration under this Agreement. The Company shall not withhold or pay any tax, unemployment insurance contribution or workers' compensation contribution on behalf of the Advisor, except as required by law, and shall report the grant, vesting or exercise of the Award, and any other reportable amount, on Internal Revenue Service Form 1099-NEC or on such other form as may be required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca8ff650-5d68-4a8b-9f60-9a6f7377e264","order":67,"text":"The Advisor is not eligible to participate in, and waives any claim to, any employee benefit plan, program or policy of the Company, including health, retirement, paid leave and severance benefits, other than participation in the Plan solely to the extent of the Award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70a6c4ad-623b-491e-951a-897eeb538fb7","order":68,"text":"The Advisor shall indemnify the Company against any liability, assessment, penalty or interest arising from the failure of the Advisor to pay a tax or contribution properly due in respect of amounts or property received under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ee2b29cf-e0da-4483-91d4-31121b5869a1","order":69,"text":"8. CONFIDENTIAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"8adf8369-8df3-40a0-9435-739805fd8aaf","order":70,"text":"The Advisor shall hold the Confidential Information in strict confidence, shall use it solely for the purpose of performing the Services, and shall not disclose it to any third party without the prior written consent of the Company. The Advisor shall protect the Confidential Information with at least the degree of care the Advisor applies to his or her own confidential information and in no event with less than a reasonable degree of care.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b774fb2-0ba7-4cd1-b4bc-1413ed26fbb9","order":71,"text":"The Confidential Information does not include information that is or becomes publicly available otherwise than through a breach of this Agreement; was rightfully known to the Advisor without restriction before its disclosure by the Company; is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or is independently developed by the Advisor without use of or reference to the Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e6e279c-7298-4fe7-ae36-18d58a6ed20b","order":72,"text":"If the Advisor is required by law, regulation or valid legal process to disclose Confidential Information, the Advisor may do so, provided that the Advisor gives the Company prompt written notice to the extent legally permitted and, at the expense of the Company, reasonable cooperation in seeking a protective order or other confidential treatment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f561dfdb-0133-49d6-a999-6a21944c5cbd","order":73,"text":"The obligations in this Article continue for five (5) years after the expiration or termination of this Agreement and, in respect of any Confidential Information that constitutes a trade secret under applicable law, for as long as that information remains a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbe25027-e7c6-45cb-82cc-35e409704982","order":74,"text":"On request of the Company, and in any event on expiration or termination of this Agreement, the Advisor shall promptly return to the Company or destroy all Confidential Information in the possession or control of the Advisor, together with all copies, and shall return all property, equipment, documents and access credentials of the Company, and shall certify that return or destruction in writing if asked to do so. The Advisor may retain one copy solely to the extent required by applicable law or by a bona fide record retention policy, and that copy remains subject to this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21f24e80-c778-41b6-afd3-b18e6191d9f1","order":75,"text":"The Advisor shall keep secure any credential, access token or device the Company provides, shall access the systems of the Company only as necessary for the Services and in accordance with any security policy notified to the Advisor, and shall notify the Company without undue delay of any actual or suspected loss, theft, unauthorized access to or unauthorized disclosure of Confidential Information or of any such credential.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bcbe4edf-66c4-48b5-8300-59a5043a74e6","order":76,"text":"The Advisor shall not disclose to the Company, bring onto the premises of the Company, or use in the performance of the Services, any confidential or proprietary information belonging to a third party, including a current or former employer, unless the Advisor has the written authorization of that party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b52a5f82-1b88-4b38-8679-a2bd5aafb1d9","order":77,"text":"Notice of immunity. Under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), an individual may 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 in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the attorney of that individual and use the trade secret information in the court proceeding, provided that the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f662e20-366e-4c42-9f85-6ed5e2c01f95","order":78,"text":"Nothing in this Agreement prevents the Advisor from communicating with, or providing truthful information to, a federal, state or local government agency or regulator, including in connection with a possible violation of law, and no notice to the Company is required before doing so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"80e04c08-24f7-455f-b0c3-d2e44584d41e","order":79,"text":"9. SECURITIES TRADING AND MATERIAL NON-PUBLIC INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S09"},{"id":"298113f3-efd2-4ee6-94d5-13e0963d3f45","order":80,"text":"The Advisor acknowledges that the Confidential Information may include material non-public information about the Company and, in the course of the Services, about other companies, including prospective customers, partners, investors and acquirers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5e1d1f0-c538-4f2a-af66-86dcf6ee4e59","order":81,"text":"The Advisor shall not purchase or sell any security of the Company, or of any other company, while in possession of material non-public information about that company obtained in connection with the Services, and shall not pass that information to any other person who may trade on it. The Advisor acknowledges that the federal securities laws, including Rule 10b-5 under the Securities Exchange Act of 1934, prohibit such trading and such tipping and provide for civil and criminal penalties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c11a00a-a7a9-4412-b7a1-e4f24ff75f4f","order":82,"text":"The Advisor shall comply with the insider trading policy of the Company and with any trading window, blackout period or pre-clearance requirement notified to the Advisor, and shall not disclose to any person that the Company is or may be engaged in a financing, an acquisition or any other transaction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"894dafdb-b444-4875-ad0d-93cdbc6e5779","order":83,"text":"This Article does not restrict a transaction effected on behalf of the Advisor by a third party manager over whose individual investment decisions the Advisor has no control and no influence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fca84abd-a28d-484b-a369-db5e879c7a1f","order":84,"text":"10. INTELLECTUAL PROPERTY AND WORK PRODUCT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"b8a2534f-2ddc-4d1d-b1b7-be535bcb7421","order":85,"text":"The Advisor hereby irrevocably assigns, and agrees to assign, to the Company all right, title and interest worldwide in and to the Work Product, including all patent, copyright, trademark, trade secret and other intellectual property rights in it. The Company is the sole and exclusive owner of the Work Product.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b858e61-c406-4989-af59-d2987d1c943b","order":86,"text":"To the extent any Work Product qualifies as a work made for hire under the United States Copyright Act, it is a work made for hire and the Company is the author of it. To the extent it does not so qualify, the assignment set out above applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87fa1f7a-73aa-46b5-a72e-5c655ba4262d","order":87,"text":"To the fullest extent permitted by applicable law, the Advisor waives, and agrees not to assert, any moral right, right of attribution and right of integrity in the Work Product.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"adef60b1-3dca-41a8-ae5f-5237c3bc3e5a","order":88,"text":"The Advisor shall, at the expense of the Company, execute all documents and take all actions reasonably requested by the Company to secure, perfect, register, maintain and enforce the rights of the Company in the Work Product, including after the expiration or termination of this Agreement. If the Company is unable, after reasonable effort, to obtain the signature of the Advisor, the Advisor irrevocably appoints the Company and its duly authorized officers as the attorney-in-fact of the Advisor, coupled with an interest, to execute those documents on behalf of the Advisor for that limited purpose only.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b234c97-f2db-4330-b43f-7f7e4b4a5563","order":89,"text":"The assignment in this Article does not extend to any invention, work of authorship or other intellectual property that the Advisor conceived, developed or reduced to practice before the Effective Date, or entirely outside the scope of the Services and without use of the Confidential Information or of the equipment, supplies, facilities or personnel of the Company (a \"Prior Invention\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b7a8980-5e05-4a34-8fa7-52ebcda25b4c","order":90,"text":"If the Advisor incorporates a Prior Invention into any Work Product, the Advisor grants the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to make, have made, use, sell, offer for sale, import, reproduce, modify, distribute, publicly perform and display and otherwise exploit that Prior Invention as part of or in connection with the Work Product.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0df8d8e5-1d3a-4ed4-bef9-f7a0bf4fa732","order":91,"text":"The assignment in this Article does not apply to an invention that applicable state law provides may not be assigned, including an invention within Section 2870 of the California Labor Code or a comparable provision of the law of another state, being an invention developed entirely on the own time of the Advisor without using the equipment, supplies, facilities or trade secret information of the Company, other than an invention that relates to the business of the Company or to its actual or demonstrably anticipated research or development, or that results from work performed by the Advisor for the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5760e60-4f18-4554-888d-705d496654da","order":92,"text":"Any suggestion, comment, idea or feedback that the Advisor provides to the Company in the course of the Services may be used by the Company without restriction and without any obligation of compensation, attribution or confidentiality to the Advisor. Except as expressly provided in this Agreement, no license or other right in any intellectual property is granted by either Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f4dd65b-99f3-43fa-a1cf-43e0d3acc6e6","order":93,"text":"11. ADVISORY BOARD SERVICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"9cf787af-d872-4e70-bb58-5cb4b2fbdd69","value":"board","type":"add","operator":"="}],"sectionNum":"S11"},{"id":"7889b7b5-1536-4cb1-aa04-df1eeb31ed18","order":94,"text":"The Advisor shall serve as a member of the advisory board of the Company (the \"Advisory Board\"). The Advisory Board is an informal, non-fiduciary body that provides guidance to the Board and to management. Membership of the Advisory Board is not election or appointment as a director of the Company, confers no voting right and creates no fiduciary duty on the part of the Advisor other than the duties expressly set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9cf787af-d872-4e70-bb58-5cb4b2fbdd69","value":"board","type":"add","operator":"="}]},{"id":"1eb1131a-81d1-4005-bb58-564b6dae0a92","order":95,"text":"The Advisor shall use reasonable efforts to attend [Number of meetings] meetings of the Advisory Board in each twelve (12) month period, whether in person or by telephone or video conference, at times reasonably convenient to the Parties. Attendance at meetings of the Advisory Board forms part of the time commitment described in the Article entitled \"Engagement and Services\" and does not entitle the Advisor to any additional compensation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9cf787af-d872-4e70-bb58-5cb4b2fbdd69","value":"board","type":"add","operator":"="}]},{"id":"b8f7f7e7-5cd4-4232-a0a2-1f801757c89d","order":96,"text":"The Advisor is not entitled to receive materials of the Board, or to attend meetings of the Board, by reason of membership of the Advisory Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9cf787af-d872-4e70-bb58-5cb4b2fbdd69","value":"board","type":"add","operator":"="}]},{"id":"46bea829-9046-402e-ab64-16de6e02e54d","order":97,"text":"The Company may dissolve or reconstitute the Advisory Board, or remove any member of it, at any time in its discretion. Removal of the Advisor from the Advisory Board does not, of itself, terminate this Agreement or affect vesting of the Award, unless this Agreement is separately terminated in accordance with the Article entitled \"Term and Termination\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9cf787af-d872-4e70-bb58-5cb4b2fbdd69","value":"board","type":"add","operator":"="}]},{"id":"1dcd372d-7da5-4d28-95a3-da6f1c377619","order":98,"text":"12. OTHER ENGAGEMENTS AND CONFLICTS OF INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"9612f496-1546-4a77-bd6c-22b42cf4822c","order":99,"text":"The Advisor shall promptly disclose to the Company any engagement, investment or relationship that competes directly with the Company or that could reasonably be expected to create a conflict of interest, and the Parties shall discuss in good faith how the conflict is to be managed, including by limiting the scope of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a301f14f-ac72-497a-bc98-97efb18bdb58","order":100,"text":"During the Term, the Advisor shall not provide advisory, consulting or employment services to, or hold any office with, a Competing Company without the prior written consent of the Company. \"Competing Company\" means a person or entity that develops, markets or sells products or services competing directly with the business of the Company, namely [Describe the Company's business].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"81f00d97-6df6-4920-9c4e-9058fbe2ea07","value":"exclusive","type":"add","operator":"="}]},{"id":"caa2baf1-e955-4be3-91ab-a082962b7991","order":101,"text":"That restriction is limited to the Term, is confined to companies competing directly with the Company, and does not prevent the Advisor from holding, for investment purposes only, securities representing less than one percent (1%) of the outstanding equity of a publicly traded company, or from continuing an engagement disclosed to the Company in writing before the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"81f00d97-6df6-4920-9c4e-9058fbe2ea07","value":"exclusive","type":"add","operator":"="}]},{"id":"c841a558-bd56-4457-b9d9-36caaa7ed228","order":102,"text":"The engagement of the Advisor is non-exclusive. The Advisor may provide services to, be employed by, invest in and hold office with other companies, including other early-stage companies, provided that the Advisor complies with the Articles entitled \"Confidential Information\" and \"Intellectual Property and Work Product\" and with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"81f00d97-6df6-4920-9c4e-9058fbe2ea07","value":"nonexclusive","type":"add","operator":"="}]},{"id":"95683e71-afea-491a-9a68-1ea0d0ae8fc3","order":103,"text":"The Advisor shall not use the Confidential Information for the benefit of any other person or entity and shall not allow a conflict of interest to impair the ability of the Advisor to perform the Services in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"964ef2d6-3c38-483e-abbf-330bf34df117","order":104,"text":"13. NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"4be959a9-0632-433d-8080-3b50b0a3b1c5","order":105,"text":"During the Term, and for [Number of months] months after its expiration or termination, the Advisor shall not, directly or indirectly, solicit for employment or engagement any employee or individual contractor of the Company with whom the Advisor had contact, or about whom the Advisor obtained Confidential Information, in connection with the Services, nor induce any such person to terminate his or her relationship with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26979595-b68f-4780-b4ed-8e9fb1feaf40","order":106,"text":"A general solicitation that is not specifically directed at personnel of the Company, and the hiring of a person who responds to such a solicitation or who approaches the Advisor on his or her own initiative, is not a breach of this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"51dd74ed-54cb-45fc-bc40-cb0304e94894","order":107,"text":"Except as expressly set out in this Article and in the Article entitled \"Other Engagements and Conflicts of Interest\", this Agreement does not restrict the Advisor from working for, or providing services to, any other person or entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"145bac85-9966-494f-a341-d5fbc2bde7c1","order":108,"text":"The Advisor agrees that the restriction in this Article is reasonable and necessary to protect the Confidential Information and the goodwill of the Company. If a court of competent jurisdiction holds that it is unenforceable as drafted, it shall be enforced to the maximum extent permitted by law, and the provisions on severability in the Article entitled \"General Provisions\" apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9be1644f-abdc-472d-8755-f9b8c43f0540","order":109,"text":"14. INTRODUCTIONS, FINDERS AND BROKER ACTIVITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"38408a83-b096-4699-bf6b-89fdde910ea6","order":110,"text":"The Advisor may from time to time introduce the Company to prospective investors, customers, partners and candidates. Any such introduction forms part of the Services and is compensated by the Award alone. The Advisor is not entitled to any finder fee, commission, success fee, placement fee, carried interest or other transaction-based compensation in respect of any introduction, financing, acquisition or other transaction, whether or not it is completed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f6eac1c2-be61-4a5c-8d58-0e4a72771f86","order":111,"text":"No part of the Award is consideration for the introduction of investors or for the purchase or sale of securities. The Advisor is not registered as a broker or a dealer under the Securities Exchange Act of 1934, does not act as a broker, dealer, finder, placement agent or investment adviser for the Company, and shall not negotiate the terms of, or participate in the structuring of, any securities transaction on behalf of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fc6ee348-eec1-4c73-b479-ebef4fa5feca","order":112,"text":"The Advisor shall not make any representation to a prospective investor, customer or partner about the Company, its securities, its performance or its prospects, other than a statement consistent with information the Company has approved in writing for that purpose, and shall not deliver to any person any offering document of the Company without the prior written consent of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c5d12c3-63e9-4653-bdcb-ad3be488d889","order":113,"text":"Nothing in this Article prevents the Company from engaging, under a separate written agreement, a person duly registered or otherwise permitted by law to receive transaction-based compensation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e379643d-cb92-480a-ab7b-43373e5322aa","order":114,"text":"15. COMPLIANCE WITH LAW, ANTI-CORRUPTION AND TRADE CONTROLS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"dab03a32-662c-46a3-8775-88456f96f22b","order":115,"text":"The Advisor shall comply with all laws applicable to the performance of the Services, including the Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery, anti-corruption, anti-money laundering, economic sanctions and export control laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"428e74cf-406d-408f-8fb6-2fe6a8885a5a","order":116,"text":"The Advisor shall not, directly or indirectly, offer, promise, give or authorize the giving of anything of value to a government official, to a political party or candidate, or to any other person, in order to obtain or retain business or any improper advantage for the Company, and shall not solicit or accept anything of value in circumstances that would breach those laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fad8d75f-da6b-42e2-a364-453fc8180163","order":117,"text":"The Advisor represents that neither the Advisor nor, so far as the Advisor is aware, any person with whom the Advisor will deal on behalf of the Company in performing the Services, is a government official, is owned or controlled by a government, or is the target of economic sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury or by any other competent authority. The Advisor shall notify the Company promptly if that ceases to be the case.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87f73c76-9c0f-49b7-a327-0681ae47e177","order":118,"text":"The Advisor shall not transfer, or provide access to, any technology, software or technical data of the Company to any person or destination in breach of the export control laws of the United States. A breach of this Article is a material breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9fb04296-9822-4763-a200-41ae42e240fa","order":119,"text":"16. REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"4f04527c-246c-4a96-ba75-2b2f6f91a01d","order":120,"text":"The Advisor represents and warrants that the Advisor has full right, power and authority to enter into and perform this Agreement; that the execution and performance of this Agreement do not and will not breach any agreement, obligation or duty owed to a third party, including a current or former employer; that the Advisor is not subject to any non-competition, non-solicitation or confidentiality obligation that would restrict performance of the Services; and that the Advisor will not use, in the course of the Services, the confidential information or intellectual property of any third party without authorization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b38dfcd-ced5-4b6d-bd4f-d853d8b0257a","order":121,"text":"Where the Advisor is employed by, or is a partner, officer or director of, another organization, the Advisor represents that the Advisor has obtained any consent or approval that the organization requires for the Advisor to enter into this Agreement and to perform the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"604515c8-2a0c-4504-8de2-6ec1394fca20","order":122,"text":"The Company represents and warrants that it has full corporate power and authority to enter into and perform this Agreement, and that this Agreement has been duly authorized by all necessary corporate action, subject to approval of the Award by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"697e27a6-e053-4e4b-9e75-01406dce4d83","order":123,"text":"17. SECURITIES LAW MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"4640b62e-5a78-45d2-b043-48d714a7fd43","order":124,"text":"The Award is granted in reliance on exemptions from registration under the Securities Act of 1933, as amended (the \"Securities Act\"), including Rule 701 or Section 4(a)(2) of that act, and on comparable exemptions under applicable state securities laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77a9329d-7572-45b2-89ac-5e2f6eedd9db","order":125,"text":"In support of that exemption the Parties record that the Advisor is a natural person, that the Advisor provides bona fide services to the Company, and that those services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the securities of the Company. The Advisor shall notify the Company if any of these facts ceases to be accurate, and the Company may then withhold or restructure the Award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d03021e5-d369-4e40-8d8e-e0b48c695c18","order":126,"text":"The Advisor acknowledges that the shares subject to the Award are restricted securities, that they have not been registered under the Securities Act, and that they may not be offered, sold, pledged or otherwise transferred except pursuant to an effective registration statement or an available exemption from registration, and in compliance with the Plan, the Award Agreement, the bylaws of the Company and any stockholders agreement or voting agreement to which the shares are subject.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"17a75c65-f356-47f1-acd2-6559042a8d55","order":127,"text":"The Advisor is acquiring the Award for the account of the Advisor, for investment purposes, and not with a view to, or for resale in connection with, any distribution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f00f670a-f6a7-4287-80f1-de81fc3ceee9","order":128,"text":"The Advisor has had the opportunity to ask questions of the Company and to obtain the information the Advisor considers necessary to evaluate the merits and risks of the Award, understands that an investment in the Company involves a high degree of risk, and is able to bear the complete loss of the value of the Award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cc2ab9b1-dd7f-4500-8d55-9138d35ed5ac","order":129,"text":"The shares subject to the Award may be subject to a market stand-off in connection with an initial public offering, to rights of first refusal and co-sale and to drag-along obligations, in each case as provided in the constitutional documents of the Company or in agreements to which the Advisor may be required to become a party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"72174b19-89a8-4844-a570-dbfb307a29a8","order":130,"text":"18. TAX MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"d03579ed-1326-47f7-90dc-3a93a0cfd508","order":131,"text":"The Advisor is solely responsible for the tax consequences of the Award, including any tax arising on grant, vesting, exercise, sale or other disposition. The Company makes no representation or warranty as to the tax treatment of the Award, and the Advisor is advised to consult his or her own tax advisor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6312b04d-32d9-4ddb-96f5-692b0ac7c9bf","order":132,"text":"Because the Award takes the form of a nonstatutory stock option, the Advisor will generally recognize ordinary income on exercise in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price, and the Company will report that income as required by law. The Parties intend that the option be exempt from Section 409A of the Internal Revenue Code, and this Agreement, the Plan and the Award Agreement are to be interpreted accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"61a97c05-05c8-48f3-9466-f2ad0d68cca1","value":"a nonstatutory stock option","type":"add","operator":"="}]},{"id":"afbdcaab-8e94-45f2-859e-bae9f35426d0","order":133,"text":"Because the Award takes the form of restricted stock, the Advisor may elect, within thirty (30) days after the date of transfer of the shares, to include in gross income the excess of the fair market value of the shares over the amount paid for them, by filing an election under Section 83(b) of the Internal Revenue Code with the Internal Revenue Service, using Internal Revenue Service Form 15620 or a conforming written statement, and to deliver a copy of the election to the Company. The thirty (30) day period is statutory and cannot be extended. The Company has no obligation to prepare or file the election on behalf of the Advisor, and a failure to file it in time may have material adverse tax consequences for the Advisor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"61a97c05-05c8-48f3-9466-f2ad0d68cca1","value":"an award of restricted stock","type":"add","operator":"="}]},{"id":"06e0293f-f104-434c-92e6-2f529a9110f1","order":134,"text":"Each Party bears its own taxes. Any amount payable or property issuable under this Agreement is exclusive of applicable taxes, which are borne by the Advisor to the extent required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f4ab93f-2921-4c5e-9037-63ebb33608d5","order":135,"text":"19. LIMITATION OF LIABILITY AND INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"fc7e4db2-0f46-473f-8ed2-c0cce408b1d9","order":136,"text":"The Advisor provides the Services on a best efforts basis and does not guarantee any particular result. The Company remains responsible for its own business decisions, including any decision taken in reliance on the guidance of the Advisor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ddcb836c-1da2-4bb1-b96c-56a5fb29d3f3","order":137,"text":"Except in the case of fraud, willful misconduct, gross negligence, breach of the Article entitled \"Confidential Information\" or breach of the Article entitled \"Intellectual Property and Work Product\", the aggregate liability of the Advisor to the Company arising out of or in connection with this Agreement shall not exceed the fair market value, as of the date of the event giving rise to the liability, of the vested portion of the Award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cff64fa2-f7e2-43f7-88ff-c57a3034b3fe","order":138,"text":"Neither Party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, data or goodwill, however caused and under any theory of liability, except in the case of fraud or willful misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fc5b4b35-0a45-47a7-b8fd-597ca8de6a33","order":139,"text":"The Company shall indemnify, defend and hold harmless the Advisor against any third party claim, and any related loss, liability, damage, cost and reasonable attorneys' fees, arising out of the performance of the Services by the Advisor within the scope of this Agreement, except to the extent that the claim arises from the fraud, willful misconduct, gross negligence or breach of this Agreement by the Advisor. The Company shall maintain such liability insurance as the Board considers appropriate and shall use reasonable efforts to include the Advisor within the scope of that coverage to the extent the policy permits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"49d56e38-7d28-45ae-b49d-e32dd5254677","order":140,"text":"20. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"1d7be90b-602f-4422-95ef-06beb8f59ac5","order":141,"text":"All notices under this Agreement must be in writing and given by personal delivery, by nationally recognized overnight courier, by certified or registered mail with return receipt requested and postage prepaid, or by email with confirmation of transmission, to the addresses set out below or to any other address a Party designates by notice given in accordance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"400ee2a0-b09b-428f-8249-268b25ce25af","order":142,"text":"If to the Company: [Company name], [Company address, city, state and ZIP code], for the attention of the President or the Secretary, email [Company email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9fa53204-f6ee-4c33-a588-b64ae83b7feb","order":143,"text":"If to the Advisor: [Advisor full name], [Advisor address, city, state and ZIP code], email [Advisor email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a38b158f-9471-4d01-98eb-069ebd0a6811","order":144,"text":"A notice is deemed given on delivery if personally delivered; one (1) Business Day after deposit with an overnight courier; three (3) Business Days after mailing; and, if sent by email, on the date of transmission if sent during normal business hours at the location of the recipient and otherwise on the next Business Day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23b3752e-3131-4af4-bf84-dd109e89c0d3","order":145,"text":"21. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"055b6b9c-06b8-44a5-8be2-6641691e11c4","order":146,"text":"This Agreement, and any dispute or claim arising out of or in connection with it, its subject matter or its formation, including non-contractual disputes and claims, is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"800906ab-98bc-4800-8ae6-04113fa19142","order":147,"text":"The Parties shall first seek to resolve any dispute arising out of or in connection with this Agreement by good faith negotiation between senior representatives, for a period of thirty (30) days after written notice of the dispute is given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec878c5f-d3ae-4405-9a88-1452d970d07c","order":148,"text":"If the dispute is not resolved by negotiation, each Party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and, to the extent that court lacks subject matter jurisdiction, of the Superior Court of the State of Delaware or of the United States District Court for the District of Delaware, and waives any objection based on venue or on forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6f07920-e21d-4bc3-91e0-2dd16611240c","value":"courts","type":"add","operator":"="}]},{"id":"e9cff539-826d-49e5-b679-a07024ece395","order":149,"text":"If the dispute is not resolved by negotiation, it shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, and conducted in English. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. Either Party may apply to a court of competent jurisdiction for injunctive or other equitable relief to protect its Confidential Information or intellectual property, including before the arbitral tribunal is constituted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f6f07920-e21d-4bc3-91e0-2dd16611240c","value":"arbitration","type":"add","operator":"="}]},{"id":"a6b0068c-a57a-441d-a436-61592963a54b","order":150,"text":"Each Party knowingly and voluntarily waives any right to trial by jury in any proceeding arising out of or relating to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"11a32db2-1dbf-4eca-b362-9c5ea298391e","order":151,"text":"The Parties acknowledge that a breach of the Article entitled \"Confidential Information\" or of the Article entitled \"Intellectual Property and Work Product\" may cause irreparable harm for which damages are an inadequate remedy, and that the non-breaching Party is entitled to seek specific performance and injunctive relief in addition to any other remedy, without the necessity of posting a bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d27b0ba-12b0-4a29-b481-a88b3f02026d","order":152,"text":"22. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"ffaa7edc-44ae-4762-9dd7-cf90162a6f2e","order":153,"text":"This Agreement, together with the Plan and the Award Agreement, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, relating to that subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c812656-c736-49bb-af49-74607a838905","order":154,"text":"No amendment to this Agreement is effective unless it is in writing and signed by both Parties. No failure or delay in exercising a right under this Agreement operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if it is in writing and signed by the Party granting it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c439ff79-5f7a-49ae-933b-537e78c56bdb","order":155,"text":"If any provision of this Agreement is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if it cannot be so modified, severed, and the remaining provisions continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23bad40d-abd1-4baa-b72b-7f59c90baf77","order":156,"text":"The Advisor may not assign or delegate this Agreement, or any right or obligation under it, by operation of law or otherwise, without the prior written consent of the Company, the Services being personal to the Advisor. The Company may assign this Agreement to an Affiliate or to a successor in connection with a merger, reorganization or sale of all or substantially all of its assets or equity. This Agreement binds and benefits the Parties and their permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2ace3f3d-5b1d-4cbb-aafb-4c9c79dc0955","order":157,"text":"Neither Party is liable for any delay or failure in performance, other than an obligation to pay or to issue securities, caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action and failure of communications or utility networks, provided that the affected Party gives prompt notice and uses reasonable efforts to resume performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"155acb5e-7406-45e6-9f86-3eb20c63fa4b","order":158,"text":"Each Party may state that the advisory relationship exists and, in the case of the Company, may use the name, photograph and professional biography of the Advisor on its website and in investor and marketing materials, provided that the use is accurate and not misleading and is discontinued within a reasonable time after termination if the other Party asks for it to be discontinued.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e204877e-635e-4929-b188-ae3e023f1374","order":159,"text":"The Company may collect and process the personal information of the Advisor to the extent necessary to administer this Agreement and the Award, and shall handle that information in accordance with applicable law and with its privacy policy. The Advisor consents to the transfer of that information to the professional advisors, equity administration providers and Affiliates of the Company for those purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"991ccccf-2cbe-427b-819e-34fd9e04d357","order":160,"text":"This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic means, including by portable document format or by a recognized electronic signature platform, have the same effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5123a76-239b-4359-a908-abd67b8c6c21","order":161,"text":"Headings are for convenience only and do not affect interpretation. The words including and includes are to be read as if followed by the words without limitation. No rule of construction requiring interpretation against the drafting Party applies to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e28c01f-ec13-4bb9-b953-4277cad2f995","order":162,"text":"Each Party has had the opportunity to obtain independent legal and tax advice before entering into this Agreement and enters into it freely. The Advisor acknowledges that counsel to the Company represents the Company only and does not represent the Advisor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dce8e4e3-2edf-44a8-93d8-cf606c6a08c3","order":163,"text":"Neither Party shall make, or induce any other person to make, a public statement that disparages the other Party or, in the case of the Company, its officers and directors. Nothing in this paragraph prevents a Party from making a truthful statement in a legal or regulatory proceeding, to a government agency, or where otherwise required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2335d8c3-07f5-4092-9a74-9d540e683483","order":164,"text":"References to days are to calendar days unless Business Days are specified. Words in the singular include the plural and words in the plural include the singular. A reference to a statute, rule or regulation includes any amendment to it and any successor provision. The word shall denotes an obligation and the word may denotes a discretion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dcd81218-f855-4acf-8d51-986c8dc3ae6f","order":165,"text":"Except as expressly provided in this Agreement, a person who is not a Party has no right to enforce any of its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43d4afbe-27ca-4213-ba92-2a8fce28a335","order":166,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true,"marginTop":"24"},{"id":"a60febcf-7457-44c2-8dfc-997ec659dc15","order":167,"text":"THE COMPANY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"57f50774-7958-450e-939a-664c4ae172c4","order":168,"text":"[Company name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1afb7aad-bd67-49b7-b74c-55baa907d5f9","order":169,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"fdc8813f-a1e8-4b9d-91a3-3900bcb9c7dc","order":170,"text":"Name: [Name of the authorized signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5917d5ff-7cb4-45fc-aadf-e833705794a2","order":171,"text":"Title: [Title of the authorized signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a398746c-672e-4ec7-aca5-5c41ff3ea2b8","order":172,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"61c9bbca-fabd-4b78-97a1-15aabb460ae2","order":173,"text":"THE ADVISOR","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"80b0e90e-9ebe-4cd9-82d2-f41a0b9e7430","order":174,"text":"[Advisor full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3f62fa18-eb7f-491c-b9a5-2154e96b9484","order":175,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"838c9d0d-70d4-46f7-97aa-aa1d4e5a0b08","order":176,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]