# Advisor / Partner Scope Letter

> **The single most common unforced error in early companies: equity promised in a conversation and never written down.**
>
> "He said he'd help with marketing and we agreed he'd get something" is not an agreement. It is a future dispute with a good mood attached — and the mood does not survive the first disagreement about what "something" meant.
>
> One page, before anyone receives anything. It is not a sign of distrust; it is what lets a good relationship stay good.

**This is a template, not legal advice.** Have a lawyer look at anything that grants equity. The cost of that review is trivial against the cost of getting it wrong.

---

## Scope Letter

**Between:** `[Company name and entity]`
**And:** `[Advisor name]`
**Date:** `[  ]`

---

### 1. Role

`[e.g. "Business development advisor, focused on institutional and CSR sales."]`

One sentence. If it takes a paragraph, the role is not defined.

### 2. Deliverables

What they will actually do. Countable, not aspirational.

| # | Deliverable | By when |
| --- | --- | --- |
| 1 | `[e.g. Introductions to 20 qualified CSR decision-makers]` | |
| 2 | `[e.g. 2 signed pilot agreements]` | |
| 3 | | |

> "Help with marketing," "open doors," "provide strategic guidance" are not deliverables. They are the reason a relationship ends in confusion eighteen months later, with both parties genuinely believing they were right.

### 3. Time commitment

| | |
| --- | --- |
| Expected | `[e.g. 8 hours per month]` |
| Availability | `[e.g. one call per fortnight, reachable on WhatsApp within 48 hours]` |

### 4. Consideration

☐ **Fee:** `[amount, frequency]`
☐ **Equity:** `[percentage]`
☐ **Both:** `[  ]`
☐ **Commission:** `[% of what, paid when — on invoice, or on cash received?]`

*Commission "on revenue" and commission "on collected cash" are very different things when your customer pays in 90 days. Say which.*

### 5. Vesting — if equity

| | |
| --- | --- |
| **Total** | `[  ]%` |
| **Vesting period** | `[e.g. 24 months]` |
| **Cliff** | `[e.g. 6 months — nothing vests before this]` |
| **Schedule** | `[monthly / quarterly / on milestones]` |

**Or milestone-based:**

| Milestone | Vests |
| --- | --- |
| `[e.g. first 20 qualified introductions delivered]` | `[  ]%` |
| `[e.g. first paid pilot signed]` | `[  ]%` |
| `[e.g. 100 paying customers reached]` | `[  ]%` |
| **Maximum total** | `[  ]%` |

> **A cliff is the most important line in this document.** Without one, someone who disappears in month two keeps everything they were promised. With a six-month cliff, they keep nothing — and both of you knew that going in.
>
> Milestone vesting is stronger than time vesting for an advisor. Time passes whether or not they do anything; milestones do not.

### 6. Term

| | |
| --- | --- |
| Starts | |
| Initial term | `[e.g. 12 months]` |
| Review | `[e.g. at 6 months]` |
| Either party may end with | `[e.g. 30 days written notice]` |
| **On termination** | Vested equity is retained. Unvested equity is forfeited. |

### 7. Confidentiality and conflicts

`[Standard confidentiality. Plus: do they advise a competitor? Will they tell you if that changes?]`

| | |
| --- | --- |
| Current conflicts disclosed | `[  ]` |
| Must disclose new conflicts | Yes |

### 8. Intellectual property

Anything created in this role belongs to the company. Say it explicitly — silence defaults badly, and the ambiguity surfaces in diligence.

### 9. What this is not

`[e.g. "This is an advisory relationship. It is not employment, not a directorship, and does not create authority to bind the company or to represent it to third parties without written approval."]`

### 10. Signatures

| | |
| --- | --- |
| For the company | `______________________` |
| Advisor | `______________________` |
| Date | |

---

## Before you sign

**Do you actually need this person, or are you flattered by their interest?** Early companies attract people who are enthusiastic, well-connected and available — a combination that is sometimes valuable and sometimes just available.

**Have you scoped it small?** A three-month trial with a small consideration, extended if it works, is almost always better than a two-year grant made in an optimistic first meeting. Start narrow; renew generously.

**Is a fee better than equity?** Equity is your scarcest asset and you have less of it than you think after two rounds. If someone would take a fee, a fee is usually cheaper.

**What happens if they do nothing?** Answer this before signing, not after nine months of silence.

**Are there people already in this position with nothing in writing?** List them in [`stack/01-company/company.md`](../stack/01-company/company.md) and close them out. The conversation is uncomfortable now and much worse later — and it becomes an investor's problem, and therefore yours, at exactly the wrong time.