The Board of Advisor Agreement serves as a critical document for companies seeking to formalize relationships with experienced professionals who can provide strategic guidance without taking on full board director responsibilities. This agreement, governed by U.S. law, is particularly important for startups and growing companies that need industry expertise, networking opportunities, and strategic guidance. The document typically includes provisions for compensation (cash or equity), confidentiality, intellectual property protection, and clearly defined advisory responsibilities. It's essential for protecting both the company's interests and the advisor's role while ensuring compliance with relevant securities, corporate, and employment laws.
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Board Of Advisor Agreement
"I need a Board of Advisor Agreement for our AI startup that includes equity compensation (2% vesting over 3 years) and strong IP protection clauses, as our advisor will be closely involved in product development starting March 2025."
1. Parties: Identifies the company and the advisor, including full legal names and addresses
2. Background: Explains the context of the appointment and the company's desire to engage the advisor
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Specifies the appointment of the advisor and duration of the agreement
5. Duties and Responsibilities: Details the advisor's specific roles, commitments, and time obligations
6. Compensation: Outlines the compensation structure, including fees, equity, or other benefits
7. Confidentiality: Defines confidential information and obligations to maintain confidentiality
8. Intellectual Property: Addresses ownership and rights to intellectual property created during the advisory relationship
9. Termination: Specifies conditions and procedures for ending the agreement
1. Non-Competition: Restricts advisor's involvement with competing businesses. Include when protecting against competitive threats is crucial
2. Equity Compensation: Details stock options or other equity-based compensation. Include when equity is part of the compensation package
3. Expense Reimbursement: Outlines policy for reimbursing advisor expenses. Include when advisor will incur expenses in role
4. Insurance: Specifies required insurance coverage. Include when advisor needs specific insurance coverage
5. Indemnification: Provides for mutual or one-way indemnification. Include when specific liability protection is needed
1. Schedule A - Services: Detailed list of advisory services to be provided
2. Schedule B - Compensation: Detailed compensation terms, including payment schedules
3. Schedule C - Equity Terms: Details of any equity compensation, vesting schedules
4. Appendix A - Conflict Disclosure: Disclosure of any existing conflicts of interest
5. Appendix B - Confidentiality Terms: Detailed confidentiality obligations and procedures
Authors
Agreement
Advisor
Company
Board of Directors
Advisory Services
Confidential Information
Intellectual Property
Inventions
Term
Effective Date
Termination Date
Compensation
Equity Securities
Company Materials
Proprietary Rights
Trade Secrets
Competing Business
Affiliate
Change of Control
Material Breach
Advisory Capacity
Business Day
Governing Law
Indemnified Parties
Deliverables
Representatives
Services Period
Stock Option
Vesting Schedule
Work Product
Appointment
Term and Termination
Advisory Services
Compensation
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Independent Contractor Status
Time Commitment
Conflicts of Interest
Expenses
Equity Compensation
Assignment
Notice
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Data Protection
Board Meetings
Reporting Requirements
Insurance
Compliance with Laws
No Agency
Survival
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