Business Development Advisor Agreement
Business Development Advisor Agreement
Business Development Advisor Agreement
1. Services. Advisor agrees to consult with and advise Company from time to time,
at Company’s request (the “Services”).While this Agreement is in effect, Advisor will not provide
services to any company active in the field of maritime and commodity freight analytics.
Vesting Schedule. Vested immediately upon the signature of the first paid pilot or contract with a
referred client.
Revenue Share. The Advisor shall be entitled to 25% of the revenue earned for sales of the Company’s
products and services to a Customer that are a direct result of the Advisor’s efforts during the 1st two
years
(a) To be considered a “direct result” of the Advisor’s efforts, substantial contact and/or negotiation with
a customer that leads to a sale must have been made by the Advisor either (i) by bringing in new
customers through the Advisor’s overall network and outreach, or (ii) by contributing significantly to the
successful closure of new customers or new deals after being invited to participate by the Company in
ongoing conversations with a written consent between the Advisor and Company at the time of such
invitation acknowledging the inclusion of the sale towards the Vesting Schedule and Revenue Share as
detailed in this Section. (b) Payment to the Advisor, in whole or in part, is triggered corresponding to
when the Customer releases payment from their end, in whole or in part respectively, and the
proportionate payment to the Advisor to be initiated within 72 hours of the Company receiving the
amount from the Customer.
The Advisor will also be entitled to reimbursement for reasonable, documented expenses for which
Advisor receives prior approval from Company.
3. Change in Control. If a Change in Control (as defined in the Plan) occurs and
Advisor’s Continuous Service with the Company has not terminated as of, or immediately prior to, the
effective time of the Change in Control, then, as of the effective time of such Change in Control, the
vesting and exercisability of the Grant will be accelerated in full.
3(b). Tag-Along. If a Majority Shareholder of the Company shall propose to sell or convey in a single
transaction or in a series of related transactions a number of shares of Common Stock to an Independent
Third Party that would enforce a Change in Control, the Majority Shareholder shall provide the Advisor
with written notice (the “Tag-Along Notice”) setting forth the terms and conditions of the proposed
transfer, including the per share price to be paid for the shares of Common Stock to be transferred;
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1.
provided, however, notwithstanding the foregoing, the Majority Shareholder shall not be required to
provide the Advisor with a Tag-Along Notice, and the Advisor shall not be entitled to sell any shares of
Common Stock under this section 3(b), if the Majority Shareholder proposes to sell or convey shares of
Common Stock on account of personal hardship, including, but not limited to, (i) the commencement of
voluntary or involuntary case under the United States Code entitled “Bankruptcy” by the Majority
Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final
decree or judgment of divorce in favor of or against the Majority Shareholder, or (iii) a serious illness of
the Majority Shareholder or any parent, spouse, sibling or child of the Majority Shareholder.
The Advisor, by written notice to the Majority Shareholder delivered within 10 days after the date of such
Tag-Along Notice, shall be entitled to require the Majority Shareholder to include in the proposed sale to
the Independent Third Party all of a part of their shares of Common Stock, on the same terms and
conditions set forth in the Tag-Along Notice. The Majority Shareholder shall use their best efforts to
obtain the agreement of the prospective transferee(s) to the participation of the Advisor in any
contemplated transfer. Following the transferee’s compliance with the foregoing, the Advisor may, within
30 days after the expiration of the 10-day period referenced above, transfer the shares specified in the
Tag-Along Notice to the transferee(s) at a price not less than the price per share specified in the Tag-
Along Notice and on terms no less favorable to the transferors in any material respect than the terms
specified in the Tag-Along Notice.
4. Ownership. Company shall own, and Advisor shall and hereby does assign to
Company, all intellectual property and related rights throughout the world that arise in whole or part out
of, or in connection with, the Services or any Proprietary Information (“Inventions”).
5. Proprietary Information. Advisor agrees that all Inventions and other business,
technical and financial information (including, without limitation, the identity of and information relating
to Company’s customers or employees) Advisor obtains from or assigns to Company, or learns in
connection with the Services, constitute “Proprietary Information.” Advisor will hold in confidence and
not disclose or, except in performing the Services use any Proprietary Information. However, Advisor
shall not be so obligated with respect to information that (i) Advisor can document is or becomes readily
publicly available without restriction through no fault of Advisor, or (ii) that Advisor knew without
restriction prior to its disclosure by Company. Upon termination or as otherwise requested by Company,
Advisor will promptly return to Company all items and copies containing or embodying Proprietary
Information.
6. Termination. Either party may terminate this Agreement at any time, for any
reason, by giving the other notice. In addition, this Agreement shall automatically be terminated if the
Company has not requested that the Advisor render any Services for any consecutive 12-month period.
Sections 2 through 9 of this Agreement and any remedies for breach of this Agreement shall survive any
termination or expiration.
2.
with or violate any obligation of Advisor or right of any third party. If Advisor is affiliated or in the
future becomes affiliated with different entities or institutions, such as colleges or universities/research
institutes, in the future (each, an “Institution”) and must fulfill certain obligations to any such Institution
pursuant to each Institution’s guidelines or policies (“Institution Policies”), then Advisor shall provide
the Company with a list of any such Institution(s) and hereby represents and warrants to the Company
that Advisor has complied and will continue to comply with any such Institution Policies and will deliver
copies of Institution Policies to the Company promptly upon request. If Advisor is required to disclose
any inventions to an Institution pursuant to applicable Institution Policies, Advisor will notify the
Company in writing a reasonable amount of time in advance of any such disclosure, specifying the nature
of such disclosure.
3.
The undersigned have executed this Advisor Agreement as of the Effective Date.
COMPANY:
B
y:
N
ame:
T
itle:
E
mail:
A
ddress:
ADVISOR:
(Signature)
A
ddress:
4.
Schedule A
Meetings: Attend quarterly strategy Contacts: Advisor agrees to make 0.25% of the company’s common
meetings, scheduled Advisory introductions to and assist in the stock to be granted and vested as
Board meetings, and meetings with acquisition of marquee customers, soon as the first paid contract is
potential customers, investors, strategic partners and key industry signed with a referred client
strategic partners, vendors or contacts and attend meetings with
employees. such potential customers, partners
and key contacts. Additionally, revenue share of
25% during the first two years for
Responsiveness: Provide every client
reasonable responses to email Atleast one paid-pilot during the
requests and phone calls by the course of the agreement
Company.
5.