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 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.