Executive Advisor Contract Template UK | Advisory Agreement
Engaging a senior executive as an advisor without a clear written agreement exposes both parties to disputes over scope, fees, and intellectual property — risks that escalate quickly at boardroom level. An executive advisor contract establishes the precise nature of the advisory relationship, protecting businesses from claims of employment or worker status under the Employment Rights Act 1996, and helping advisors demonstrate genuine self-employment under Chapter 10 of the Income Tax (Earnings and Pensions) Act 2003 (IR35). It should also address late payment protections under the Late Payment of Commercial Debts Act 1998, confidentiality obligations, and equity or retainer arrangements common at executive level. Whether you are a C-suite consultant or a business retaining strategic expertise, a properly drafted agreement is essential. Generate your executive advisor contract now to get started.
Generate your Consulting Agreement free →Key clauses in a Consulting Agreement
Scope of Advisory Services
This clause defines precisely what strategic guidance, introductions, or decision-making input the advisor will provide, preventing scope creep that often leads to disputes at senior level. Clear scoping also supports IR35 compliance under Chapter 10 of ITEPA 2003 by demonstrating that the advisor is engaged for a defined, project-based purpose rather than fulfilling an open-ended employment-like role.
Remuneration and Equity Terms
Executive advisors are frequently compensated through a combination of cash retainers, success fees, or share options, and this clause documents all agreed financial arrangements with payment schedules and conditions. Where equity is involved, the clause should reference vesting schedules and comply with Companies Act 2006 requirements, while retainer payments attract Late Payment of Commercial Debts Act 1998 protections if invoices go unpaid beyond agreed terms.
Confidentiality and Non-Disclosure
Advisors at executive level routinely access commercially sensitive information including board strategy, financial forecasts, and merger discussions, making a robust confidentiality clause critical to protecting the business's interests. Under English law, confidentiality obligations can survive termination of the agreement indefinitely provided they are drafted with reasonable scope, ensuring trade secrets remain protected long after the advisory relationship ends.
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Generate free →Frequently asked questions
Does an executive advisor contract put me inside IR35?
An executive advisor contract does not automatically trigger IR35 under Chapter 10 of ITEPA 2003, but the actual working practices must reflect genuine self-employment. Key factors HMRC considers include substitution rights, control over how work is performed, and whether the advisor is financially dependent on a single client — a well-drafted contract should reflect the true commercial reality of the engagement.
Can an executive advisor contract include share options or equity?
Yes, it is entirely lawful to include equity compensation in an executive advisor agreement, and many early-stage businesses offer share options alongside or instead of a cash retainer. Any share option arrangements should comply with the Companies Act 2006 and, where tax-advantaged schemes are used such as EMI options, must also meet HMRC's qualifying conditions — it is advisable to reflect the vesting schedule and good leaver or bad leaver provisions clearly within the contract.
What notice period should an executive advisor contract include?
Unlike employees, executive advisors have no statutory minimum notice entitlement under the Employment Rights Act 1996, so the notice period is entirely a matter of contract. Most executive advisory agreements include a notice period of between 30 and 90 days, reflecting the time needed to transition relationships and knowledge, and the contract should specify whether notice must be given in writing and whether a payment-in-lieu-of-notice option exists.
The information on this page is for general informational purposes only and does not constitute legal advice. Contracto generates AI-assisted contract templates — they are not a substitute for advice from a qualified solicitor. For high-value or complex engagements, always seek independent legal review.