Independent flat-fee review: advisor agreement + RSPA (fairness, 83(b))

Project title: Independent, flat-fee review of a startup advisor agreement + restricted stock (RSPA) — including 83(b) guidance and a market-fairness read on the equity Project description: I'm an individual advisor about to sign a consulting/advisory agreement with an early-stage, Delaware-incorporated AI startup. My compensation is 100% equity — a grant of roughly 247,000 restricted shares of common stock under a Restricted Stock Purchase Agreement (RSPA), vesting over four years with a one-year cliff. The consulting agreement is governed by New Jersey law; I'm based in Texas. I'm the advisor, not the company, so I need independent counsel representing me. I'm looking for a limited-scope, flat-fee review of two documents — the consulting agreement and the RSPA — plus a short written memo of issues and recommended edits (a redline is a bonus). The points I most want analyzed: Is the compensation fair / market? Whether this equity package is reasonable for the role and time commitment — clinical validation, investor relations, and pilot/go-to-market support at roughly 5 hours/week over a four-year term. Specifically: whether ~247,000 shares is fair as a percentage of the company's fully diluted shares (I'll provide the fully-diluted count and the latest 409A/fair-market value), how it compares to typical advisor equity grants at this stage, and whether an all-equity, no-cash structure is standard for this kind of role. (I understand part of this is a business/valuation question as well as a legal one — market context is what I'm after.) Non-compete / non-solicit scope and enforceability — it restricts assisting any business that "directly competes with the company's products, services or business." How broadly can that be read, and is it enforceable (including under Texas law)? Change-of-control and acceleration — how the RSPA defines "Change of Control" and "Involuntary Termination," and whether my equity acceleration actually protects me on a no-fault termination or a constructive change in my role. IP assignment scope and the carve-outs for my prior and independently developed work. Indemnification and any liability cap. 83(b) election and tax timing — whether to file, the 30-day deadline, whether the shares are granted vs. must be purchased (and at what price), and how common stock sits relative to investor preferred on an exit. In your proposal, please tell me: (1) whether you handle advisor-side startup equity reviews like this, (2) your relevant experience, (3) your flat fee or capped hours, and (4) your turnaround. I'll share the documents, the cap table, and the names of the company and its outside counsel privately so you can run a conflict check before we engage — the company is represented by a large national law firm, so I need someone with no relationship to them. Ideal attorney: startup / emerging-companies / venture or equity-compensation experience; comfortable with restricted stock, RSPAs, 83(b) elections, and advisor agreements. Licensed in Texas is a plus for the non-compete question but not required — this can be done remotely. Budget: Flat fee preferred (or capped hours).