This Advisor Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Company”), and , an individual residing at (the “Advisor”).
The Advisor agrees to provide advisory and consulting services to the Company on the following matters and as otherwise reasonably requested from time to time (the “Services”):
The Advisor will perform the Services in a professional and workmanlike manner and will devote such time as is reasonably necessary, but is not expected to devote more than on average. The Advisor controls the manner and means of performing the Services.
This Agreement begins on the Effective Date and continues for months, unless extended by mutual written agreement or terminated earlier. Either party may terminate this Agreement at any time, with or without cause, on days’ written notice. Sections 4 through 8 survive termination.
As the sole compensation for the Services, the Company will grant the Advisor equity as follows (the “Equity Grant”): of the Company’s fully-diluted capitalization, to be issued as an option to purchase shares of the Company’s common stock under the Company’s equity incentive plan, at an exercise price equal to the fair market value of a share on the grant date. The Equity Grant vests in equal monthly installments over months from the Effective Date, with no cliff, in each case only while the Advisor continues to provide the Services. Any unvested portion is forfeited on termination. The Equity Grant is subject to the terms of the equity incentive plan and the applicable grant agreement, which the Advisor will execute. Except for the Equity Grant, the Advisor will not receive cash compensation, though the Company will reimburse reasonable, pre-approved expenses.
The Advisor will hold in strict confidence and will not use or disclose, except in performing the Services, any non-public information of the Company, including business plans, financials, customer and supplier information, technology, and trade secrets (“Confidential Information”). This obligation continues during the term and for years afterward (and indefinitely for trade secrets). Confidential Information excludes information that is or becomes public through no fault of the Advisor, was already known to the Advisor without confidentiality obligation, or is independently developed without use of Confidential Information. On termination, the Advisor will return or destroy all Confidential Information.
The Advisor agrees that all inventions, works of authorship, designs, know-how, and other work product created by the Advisor in performing the Services and relating to the Company’s business (the “Work Product”) are the sole property of the Company. The Advisor hereby irrevocably assigns to the Company all right, title, and interest in the Work Product, including all intellectual property rights, and will assist the Company, at its expense, to perfect and enforce those rights. The Advisor waives any moral rights in the Work Product to the extent permitted by law. This Section does not apply to inventions that qualify for protection under any applicable state statute limiting the assignment of inventions developed entirely on the Advisor’s own time without use of the Company’s resources and unrelated to the Company’s business.
The Advisor is an independent contractor, not an employee, agent, partner, or joint venturer of the Company. The Advisor is not entitled to employee benefits and is solely responsible for all taxes on the compensation received, including self-employment taxes. The Advisor has no authority to bind the Company. Nothing in this Agreement creates an employment relationship.
The Advisor represents that entering into and performing this Agreement does not and will not conflict with any other agreement or obligation of the Advisor, and that the Advisor will not use or disclose the confidential information of any third party in performing the Services. The Advisor agrees to disclose to the Company any actual or potential conflict of interest.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws principles. It is the entire agreement of the parties on its subject matter and supersedes prior understandings. It may be amended only in a writing signed by both parties, may not be assigned by the Advisor without the Company’s consent, and may be executed in counterparts, including electronically. If any provision is unenforceable, the remaining provisions remain in effect.
The parties have executed this Agreement as of the Effective Date.
Name: Michael Yuan
Title: General Manager
Date:
Name: ______________________
Date: ______________________