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Board Of Advisors Agreement
"I need a Board of Advisors Agreement for my Cape Town-based tech startup, where we're appointing a Silicon Valley tech executive as an advisor from January 2025, including equity compensation and provisions for virtual meetings."
1. Parties: Identification of the company and the advisor, including full legal names, registration/identity numbers, and addresses
2. Background: Context of the appointment, brief company description, and advisor's relevant expertise
3. Definitions: Key terms used throughout the agreement including 'Services', 'Confidential Information', 'Board', and 'Term'
4. Appointment and Term: Formal appointment of the advisor, commencement date, and duration of the appointment
5. Role and Responsibilities: Detailed description of advisory services, meeting attendance requirements, and expected time commitment
6. Fiduciary Duties: Advisor's duties of care, skill, diligence, and good faith, aligned with Companies Act requirements
7. Compensation: Details of fees, reimbursements, and payment terms
8. Confidentiality: Obligations regarding confidential information, aligned with POPIA requirements
9. Conflicts of Interest: Disclosure requirements and handling of potential conflicts
10. Termination: Grounds for termination, notice requirements, and post-termination obligations
11. General Provisions: Standard clauses including governing law, notices, entire agreement, and amendment procedures
1. Intellectual Property: Include when advisor may be involved in creating IP or accessing company patents/trade secrets
2. International Services: Include for foreign advisors, addressing cross-border considerations
3. Share-Based Compensation: Include if advisor receives equity compensation or share options
4. Insurance and Indemnification: Include for high-risk advisory roles or regulated industries
5. Data Protection: Expanded section when advisor will handle significant personal data
6. Non-Competition: Include when advisor has access to sensitive competitive information
7. Regulatory Compliance: Include for regulated industries or when advisor provides financial/regulatory advice
1. Schedule A - Services Description: Detailed scope of advisory services and specific responsibilities
2. Schedule B - Compensation Terms: Detailed fee structure, payment schedules, and expense policies
3. Schedule C - Board Meeting Schedule: Annual meeting calendar and attendance requirements
4. Schedule D - Confidential Information: Specific categories of confidential information and handling procedures
5. Appendix 1 - Code of Conduct: Company's code of conduct and ethical guidelines for advisors
6. Appendix 2 - Compliance Policies: Relevant company policies the advisor must comply with
Authors
Term and Duration
Services and Duties
Fiduciary Obligations
Meetings and Attendance
Compensation and Expenses
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Conflicts of Interest
Representations and Warranties
Indemnification
Insurance
Termination
Notice
Assignment
Independent Contractor
Compliance with Laws
Anti-Corruption
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Electronic Signatures
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Professional Services
Energy
Retail
Telecommunications
Education
Mining
Agriculture
Non-Profit Organizations
Entertainment
Transportation
Legal
Corporate Governance
Executive Office
Board Secretariat
Compliance
Human Resources
Risk Management
Corporate Affairs
Strategy
Finance
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Chairman
Managing Director
Chief Financial Officer
Compliance Officer
Human Resources Director
Risk Manager
Corporate Affairs Director
Strategy Director
Board Administrator
General Counsel
Executive Director
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