# Awake Advisor Agreement ## Commercial terms Effective Date: [date]. Company: [full legal name], a [corporation type] formed under the laws of [jurisdiction], with its principal address at [address] ("Company"). Advisor: [full legal name], an individual residing at [address] ("Advisor"). Advisory Start Date: [date]. Initial Advisory Term: [duration] from the Advisory Start Date, unless ended earlier under Section 11. Expected cadence and availability: [meeting frequency, approximate hours, response expectations, and any excluded periods]. Equity schedule selection: [none / common shares under this schedule / options under separately completed approved option documents]. If common shares are selected, Share Award: [X] shares of Company's [class and par value] common stock ("Shares"), subject to Sections 4 and 5 and the attached equity documents. Vesting Start Date: [date]. Equity implementation: [restricted stock issued at the start subject to Company repurchase of unvested shares / shares issued in installments as they vest under an approved plan or grant agreement]. Purchase price, if any: [amount and payment terms]. Referral schedule selection: [none / commercial referrals under Sections 6-8]. If selected, Referral Commission Share: [number]% of Net Sales Commission, as defined in Section 6, from Accepted Referrals. If no separate sales commission is earned by Company, alternative commission base and rate: [formula or "none"]. Referral protection period: [number] months after Company accepts a referral. Post-termination tail: [number] months for Accepted Referrals submitted before termination. Payment period: [calendar month or quarter]; payment due [number] days after its end; currency [currency]. Covered products or services: [description]. Excluded customers, transactions, channels, and regulated activities: [list or "none"]. Cash compensation, payment cadence and reimbursable expenses: [describe or "none"]. Company notice contact: [name, title, email, mailing address]. Advisor notice contact: [email, mailing address]. Governing law: [state and country]. Court venue: [courts and location]. ## Schedule selections No equity or referral commission is promised when its schedule is marked none. If common shares are selected, Sections 4-5 apply with the completed share number and vesting selection. If options are selected, use approved option documents and explicitly identify the applicable replacement for Sections 4-5; do not leave both instruments active. If referrals are selected, Sections 6-8 apply with every economic and timing field completed. The previously published variant used common shares vesting quarterly over three years plus commercial referrals; that remains an available selection, not a universal recommendation. Cash compensation is as completed above. ## 1. Engagement and services Company engages Advisor to provide technology strategy and business strategy advice, including product, architecture, market, positioning, partnerships, and go-to-market feedback as reasonably requested. Advisor will also identify and, with the relevant person's consent, introduce Company to prospective customers, commercial partners, suppliers, talent, or other parties relevant to Company's business. The parties may agree on specific priorities in writing. Advisor will use commercially reasonable efforts, attend the agreed meetings, and communicate material opportunities and obstacles. Advisor does not guarantee any introduction, transaction, revenue, financing, or other outcome. Advisor controls the manner and means of performing the services, subject to reasonable coordination, confidentiality, security, and lawful Company policies provided in advance. Changes to the core scope, expected cadence, or compensation require written agreement by both parties. ## 2. Relationship and authority Advisor is an independent contractor, not an employee, director, officer, partner, or general agent of Company by reason of this Agreement. This statement does not override applicable worker-classification law or the parties' actual conduct. Advisor is responsible for their own taxes and ordinary expenses except as expressly agreed. Company may withhold or report amounts as required by law. Advisor may describe the relationship accurately but may not bind Company, quote or change prices, promise commissions or equity, make representations about products or financing, negotiate or sign contracts for Company, or use Company's name or marks publicly without prior written authorization. Company controls whether to pursue, contract with, price, and service any introduced party. ## 3. Conflicts and conduct Advisor may advise others, including businesses in related fields, if doing so does not misuse Company's confidential information, create an undisclosed material conflict, or prevent performance here. Advisor will promptly disclose a material conflict relevant to a proposed introduction or recommendation, including compensation from the introduced party. Advisor will not disclose another person's confidential information or make an introduction without permission where permission is required. Advisor will comply with applicable anti-bribery, privacy, marketing, professional-licensing, and commercial-referral rules. ## 4. Share award and approvals Subject to required board approval, sufficient authorized shares or plan capacity, applicable securities law, and execution of the equity documents identified in the Commercial Terms, Company will grant the Share Award. This Agreement states the promised number and vesting schedule but is not itself a stock certificate, stock purchase agreement, option exercise, or representation that shares have already been issued. Company will use reasonable efforts to complete the approvals and grant documentation promptly after the Effective Date and will notify Advisor of any impediment. The parties will document a lawful substitute or amendment in writing if the stated award cannot be made; neither party may unilaterally replace the Shares with different compensation. The Share Award is a fixed number of common shares, not a promised percentage of Company's fully diluted capitalization. It is subject to dilution, the Company's charter and bylaws, any applicable equity plan and grant or purchase agreement, and mandatory law. Any transfer restrictions, repurchase rights, voting arrangements, rights of first refusal, and tax provisions must be set out in the signed equity documents and may not silently change the number or vesting schedule stated here. ## 5. Vesting and end of service Vesting follows the completed schedule [start, cliff, installments, rounding and acceleration], subject to continuous service and the signed equity documents. No universal cliff or duration applies. If advisory service ends for any reason, vesting stops on the effective end date; partial-period treatment follows the completed vesting schedule. Advisor retains vested Shares, subject to valid transfer and repurchase terms in the signed equity documents. Unvested Shares are forfeited or subject to Company's repurchase, as specified in those documents. A change in control does not accelerate vesting unless a signed grant document expressly provides otherwise. Company will provide a current vesting statement on reasonable request and at termination. ## 6. Accepted Referrals and commission calculation An "Accepted Referral" is a prospective commercial customer or partner whom Advisor identifies to Company in writing with the person's name, organization, contact route, and proposed opportunity, and whom Company accepts in writing within [number] business days. Company will accept or give a specific reasonable objection within that period. A referral is ineligible if Company documents an active, substantive sales discussion with that party during the preceding [number] months, the party was already on a written excluded-account list provided before submission, the contact did not consent to the introduction, or the proposed activity is unlawful. Silence is not acceptance. The parties will keep a shared written referral register recording submission, response, acceptance date, covered opportunity, and any attribution split. For each Accepted Referral that produces a signed commercial agreement during the Referral Protection Period, Advisor earns the Referral Commission Share of "Net Sales Commission": the sales commission actually received and retained by Company or its controlled affiliate from the covered transaction, after customer refunds, chargebacks, taxes collected for remittance, and third-party commission splits expressly disclosed for that transaction. Company will not subtract general overhead, salaries, or unrelated costs. If Company sells its own product and receives no separate sales commission, the alternative base and rate in the Commercial Terms apply; if that field says "none," no referral commission is due on those sales. No payment is due merely for an introduction or an unsigned opportunity. Company will not divert an Accepted Referral to a controlled affiliate or relabel a covered commission to avoid Advisor's share. If a transaction has more than one eligible introducer, the parties must agree the allocation in writing before closing; Advisor's total share may not exceed the stated rate. Commissions accrue only when Company or its controlled affiliate receives the relevant cash, and are reduced by later refunds or chargebacks, with any adjustment shown in the next statement. No negative payment is required from Advisor beyond recoupment of an overpayment caused by a refund, chargeback, or calculation error. ## 7. Statements, payment, and records Within the payment deadline in the Commercial Terms, Company will provide a statement for each payment period showing Accepted Referrals, covered contracts, cash commissions received, permitted adjustments, Advisor's share, and the amount paid. Company will pay undisputed amounts on time. Company will retain relevant records for [number] years after the final payment and, once per year on reasonable notice, permit Advisor or a confidential independent accountant to review records reasonably necessary to verify amounts, subject to customer privacy and third-party confidentiality. The parties will promptly correct errors and pay any undisputed balance. ## 8. Referral limits and regulated activity This template's commission provisions apply only to lawful commercial sales referrals for the covered products or services. They do not authorize Advisor to solicit investors, arrange financing, sell or place securities, negotiate securities transactions, or receive compensation tied to investment or securities transactions. They do not authorize referral fees where a profession, product, jurisdiction, customer contract, or government program restricts them. The parties must obtain any required legal review, licenses, disclosures, consent, and separate written terms before a regulated activity occurs. A prohibited commission is not earned or payable; the rest of this Agreement remains effective to the extent lawful. ## 9. Confidentiality, data, and work product Each party will use the other's nonpublic business, customer, technical, and financial information only for this relationship and protect it with reasonable care. This duty does not cover information lawfully public, already known without restriction, independently developed, or lawfully received from another source. Required disclosure is permitted with advance notice where lawful. Trade secrets remain protected while protected by law; other confidentiality duties survive for [number] years after termination. Each party retains preexisting materials and independently developed general know-how. Advisor assigns to Company, upon creation, rights in work product specifically created for Company in performing paid services under this Agreement, excluding Advisor's preexisting materials identified in [schedule or "none"]. To the extent such materials are incorporated in deliverables, Advisor grants Company a perpetual, nonexclusive license to use them as part of those deliverables. Advisor will identify third-party materials before incorporation and will not transfer rights Advisor does not own. The parties will sign further reasonable documents to confirm ownership. Each party will comply with applicable privacy and data-security law when handling contact information. ## 10. Expenses and taxes Company will reimburse only expenses approved in writing before they are incurred, with reasonable supporting records. Equity and commissions may have tax consequences; each party is responsible for its own advice and filings. If restricted stock is transferred before vesting, Advisor should promptly obtain tax advice on any available Section 83(b) election and its deadline. Company will supply the information and reporting required of it by law but does not undertake Advisor's personal filing obligations. ## 11. Term and termination The engagement starts on the Advisory Start Date and ends after the Initial Advisory Term unless extended in writing. Either party may end it earlier with [number] days' written notice. Either party may terminate immediately for a material breach not cured within [number] days after written notice, or immediately for fraud, intentional misconduct, or a material legal violation that cannot reasonably be cured. Neither party owes a penalty merely for ending the engagement under this Section. On termination, Advisor will stop representing the relationship and return or delete Company confidential information on request, except legally required records and secure archival copies. Company will pay accrued advisory compensation and earned referral commissions under Sections 6 and 7. The Post-Termination Tail applies only to Accepted Referrals submitted before the end date and signed during the Referral Protection Period; cash received during the stated tail remains commissionable. No new referral may be submitted after termination. Vesting is governed by Section 5 and the equity documents. Accrued rights, record review, confidentiality, work-product rights, lawful data handling, and dispute provisions survive as needed. ## Protected reporting notice Under 18 USC 1833(b), an individual is not liable under federal or state trade-secret law for a trade-secret disclosure made in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or in a complaint or other document filed under seal. In a retaliation lawsuit for reporting a suspected violation, the individual may disclose the trade secret to their attorney and use it in court if filed under seal and not disclosed except by court order. ## 12. General terms Formal notices go to the Commercial Terms contacts by email with acknowledgment or by trackable delivery. The parties will first try in good faith to resolve a dispute through a meeting within [number] days after written notice. The governing law and venue are those in the Commercial Terms, subject to mandatory law. This Agreement and its signed schedules and equity documents contain the entire agreement on these subjects; a conflicting equity-document term concerning the number or vesting of Shares requires a written amendment signed by both parties. Amendments and waivers must be in writing. If a provision is unenforceable, the remainder remains effective to the extent possible. Neither party may assign this Agreement without the other's written consent, except Company may assign it with the business to a successor that assumes the obligations in writing. Counterparts and electronic signatures are permitted. ## Signatures Company: [full legal name]. By: [authorized signature]. Name and title: [name and title]. Date: [date]. Advisor: [signature]. Name: [full legal name]. Date: [date]. Attached schedules and equity documents: [list signed documents, grant approval date, and referral register location].