Reference: Ref: ADV-2026-01
Effective Date: 2 February 2026
Governing Law: England and Wales
Jurisdiction: Courts of England and Wales
Classification: Confidential
Parties
Company
Sterling Systems Group Ltd
A private limited company
Reg. No.: 12345678
100 Kingfisher Way, London, EC2V 7AB, United Kingdom
Advisor
Harbourview Strategy Partners Ltd
A private limited company
Reg. No.: 87654321
8 Riverside Walk, London, SE1 9AB, United Kingdom
Agreement
1. Appointment
The Company appoints the Advisor to provide advisory services to the Company, and the Advisor accepts such appointment, subject to the terms of this Agreement.
Role: Strategic Advisor — Go-to-Market and Partnerships
2. Services
The Advisor will provide strategic guidance and introductions to support the Company's go-to-market execution and partnership development. The Advisor will not have authority to bind the Company and will provide services in an advisory capacity only.
2.1 Duties
Provide strategic input on target segments, pricing, and positioning.
Facilitate introductions to prospective partners and key customers, where appropriate.
Review major partnership proposals and provide feedback on terms and structure.
Participate in periodic advisory calls and ad hoc consultations as reasonably requested.
2.2 Communications
The parties anticipate one scheduled call per month (30–60 minutes), plus reasonable email support, with additional sessions by mutual agreement.
3. Term
This Agreement commences on the Effective Date and continues for twelve (12) months unless earlier terminated in accordance with Section 13. The parties may extend the term by written agreement.
4. Compensation
In consideration for the Services, the Company will provide the compensation described below, subject to the terms of this Agreement and any applicable equity plan documents.
4.1 Cash Compensation
No cash compensation will be paid unless agreed in writing in advance for specific projects.
4.2 Equity Compensation
The Company will grant the Advisor an equity award under the Company's equity incentive plan, subject to board/committee approval and the definitive equity grant documentation.
Equity type: Non-qualified stock options (or equivalent plan award)
Equity amount: Options representing 0.25% of fully diluted share capital (on grant date basis)
Exercise / issue price: Exercise price per the plan / fair market value on grant date
Vesting: 24 months vesting with monthly vesting, subject to continued service as advisor
Post-termination exercise: 90 days to exercise vested options following termination (unless plan states otherwise)
4.3 Expenses
Reasonable, pre-approved out-of-pocket expenses will be reimbursed at cost upon receipt of valid supporting documentation.
5. Confidentiality
Each party shall keep confidential all non-public information disclosed by the other in connection with this Agreement and shall use such information solely to perform its obligations or exercise its rights under this Agreement.
6. Intellectual Property and Work Product
To the extent the Advisor creates any work product, inventions, discoveries, or materials specifically for the Company in the course of providing the Services ("Work Product"), the Advisor hereby assigns to the Company all right, title, and interest in such Work Product upon creation, subject to any pre-existing materials retained by the Advisor.
6.1 Works Made for Hire
Where permitted by law, Work Product shall be deemed "works made for hire" for the Company. To the extent not so deemed, the Advisor assigns all rights in and to the Work Product to the Company as set out above.
7. Conflicts of Interest
The Advisor will avoid conflicts of interest and will promptly disclose any actual or potential conflict relating to the Services. The Advisor will not use the Company's confidential information to benefit any third party.
8. Non-Solicitation
During the term of this Agreement and for six (6) months thereafter, the Advisor shall not knowingly solicit for employment any employee of the Company with whom the Advisor had material contact in connection with the Services, except through general advertisements not targeted at such employees.
9. Independent Contractor Status
The Advisor is an independent contractor and not an employee, worker, agent, or partner of the Company. The Advisor is responsible for all taxes and statutory obligations arising from compensation under this Agreement.
10. Warranties
The Advisor warrants that the Services will be performed with reasonable skill and care. Except as expressly stated, all warranties are excluded to the fullest extent permitted by law.
11. Limitation of Liability
Neither party shall be liable for indirect or consequential damages. Each party's aggregate liability arising out of or in connection with this Agreement shall not exceed the total value of compensation paid or payable under this Agreement, except where liability cannot be limited by law.
12. Indemnity
Each party will indemnify the other against third-party claims arising from its gross negligence or wilful misconduct in connection with this Agreement, subject to the limitation of liability set out herein.
13. Termination
Either party may terminate this Agreement for convenience upon fourteen (14) days' written notice. Either party may terminate immediately for material breach if not cured within fourteen (14) days of written notice. Upon termination, unvested equity (if any) will cease to vest in accordance with the applicable plan and grant documents.
14. Notices
Notices must be in writing and delivered by email and/or registered post to the addresses set out in the Parties section (or as updated by notice).
15. Assignment
Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.
16. Amendments
Any amendment to this Agreement must be in writing and signed by both parties.
17. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and understandings.
Schedules
Schedule 1 — Scope of Services and Deliverables (if applicable)
Schedule 2 — Equity Award Details (plan, grant date, vesting, and exercise terms)
Signatures
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorised representatives.
For the Company
Signature
Name / Title: Alexandra Moore, Director
Date: 2 February 2026
For the Advisor
Signature
Name / Title: Priya Shah, Director
Date: 2 February 2026