# Completion guide — Awake Advisor Agreement

This guide accompanies version 1.0. The template is educational, has no recorded independent legal review, and is intended to bind when properly completed and signed. Obtain company and advisor counsel and tax advice before use.

## 1. Identify the company and advisor

Use the exact corporate legal name, formation jurisdiction, individual advisor name, service start date, notice contacts, governing law, and venue. Confirm that an individual advisory relationship is appropriate; a consulting firm or employee relationship may need different terms.

## 2. Complete the services and cadence

State meeting frequency, expected availability, and what technology strategy, business strategy, and introductions involve. A reasonable-efforts promise does not guarantee deals. Confirm authority limits and disclose conflicts before introductions.

## 3. Implement the share grant

Fill in the fixed share count [X], class, vesting start date, issue or grant method, and any purchase price. Confirm authorized shares or equity-plan capacity, board approval, the charter and bylaws, and securities-law compliance. The agreement promises a fixed number of common shares, not a fully diluted percentage. The separate grant or stock-purchase documents must match the twelve quarterly vesting dates, termination treatment, and any repurchase terms. If the award is restricted stock issued before vesting, ask tax counsel promptly about Section 83(b); the usual federal filing deadline is 30 days after transfer, not after the first vesting date. An option or later-issued stock follows different tax rules.

## 4. Define the referral economics

Specify the commission percentage and base. The default base is Company's net sales commission actually received and retained. A direct sale of Company's own product may generate no separate commission, so fill in the alternative collected-revenue formula if those sales should count. Identify covered products, excluded accounts, the response deadline for referrals, prior-pipeline lookback, protection period, post-termination tail, and payment cycle. Use the written referral register to accept introductions and resolve overlapping introducers before a deal closes. Decide whether renewals or expansions are covered and document them expressly if intended.

## 5. Check regulated activity

This form excludes investor introductions, financing, and securities transactions from its commission scheme. Transaction-based securities compensation can trigger broker-dealer regulation. Professional, public-sector, health-care, financial-product, and other referral payments may also be restricted. Obtain specialist review before any such activity and disclose payments or conflicts where required.

## 6. Confirm operational terms

Fill in record-retention, confidentiality, notice, cure, and termination periods. Agree on any reimbursable expenses and list preexisting advisor materials. Attach the approved equity documents and maintain a copy of the referral register. Reconcile this agreement with any existing advisor, IP, or confidentiality agreement so the same service or referral is not compensated twice or governed by conflicting terms.

## Primary legal references

- [Delaware General Corporation Law § 152](https://www.delcode.delaware.gov/title8/c001/sc05/index.html) addresses board-authorized share issuance and consideration for a Delaware corporation; other jurisdictions differ.
- [IRS Publication 525](https://www.irs.gov/publications/p525) discusses restricted property received for services and Section 83(b) elections.
- [SEC Guide to Broker-Dealer Registration](https://www.sec.gov/about/divisions-offices/division-trading-markets/division-trading-markets-compliance-guides/guide-broker-dealer-registration) discusses referral and transaction-based compensation as factors in broker status.

These sources are orientation points, not a determination that a particular grant or commission is lawful or tax-advantaged.