The Startup Advisory Board Agreement is essential for Belgian startups seeking to formalize relationships with experienced advisors who can provide strategic guidance and industry expertise. This document is typically used when a company wishes to establish an advisory board distinct from its formal Board of Directors, bringing in external expertise while maintaining appropriate corporate governance structures. The agreement, compliant with Belgian law, covers crucial elements such as scope of services, meeting commitments, compensation arrangements, and protection of company interests through confidentiality and IP provisions. It's particularly relevant for growth-stage startups looking to expand their strategic capabilities and market presence while ensuring proper legal protection and clear expectations for all parties involved. The document accommodates various compensation models, including potential equity arrangements, while ensuring compliance with Belgian corporate and tax regulations.
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1. Parties: Identification of the company and the advisor, including full legal names and addresses
2. Background: Context of the agreement, including the company's desire to engage the advisor and the advisor's qualifications
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Confidential Information', and 'Intellectual Property'
4. Appointment and Term: Formal appointment of the advisor to the advisory board and duration of the engagement
5. Role and Responsibilities: Detailed description of the advisor's duties, expected time commitment, and participation requirements
6. Compensation: Terms of advisor compensation, including any cash fees, meeting fees, or expense reimbursement policies
7. Confidentiality: Obligations regarding confidential information, including usage restrictions and return of materials
8. Intellectual Property: Assignment and ownership of IP created during the advisory relationship
9. Independence and Status: Clarification that the advisor is an independent contractor, not an employee
10. Termination: Conditions and procedures for ending the advisory relationship
11. General Provisions: Standard legal clauses including governing law, notices, and entire agreement
1. Equity Compensation: Details of any stock options or equity grants, used when the company offers equity-based compensation
2. Non-Competition: Restrictions on competing activities, used when the advisor works in similar industry sectors
3. Data Protection: Specific GDPR compliance obligations, used when advisor will handle personal data
4. Corporate Opportunities: Process for handling business opportunities discovered through the advisory role, used for active industry advisors
5. Insurance: Requirements for professional liability insurance, used when advisor provides specialized professional advice
6. Conflict of Interest: Procedures for disclosing and handling conflicts, used for advisors with multiple board positions
1. Schedule A - Services Description: Detailed outline of specific advisory services and expectations
2. Schedule B - Compensation Terms: Detailed compensation structure including payment schedules and amounts
3. Schedule C - Equity Grant Terms: Terms and conditions of any equity compensation including vesting schedules
4. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and procedures
5. Appendix 2 - Advisor Details Form: Advisor's biographical information and contact details
6. Appendix 3 - Meeting Schedule: Expected advisory board meeting dates and attendance requirements
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