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Advisory Board Member Agreement Template for Canada

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Key Requirements PROMPT example:

Advisory Board Member Agreement

"I need an Advisory Board Member Agreement for my tech startup that includes equity compensation (5% stock options) and allows for virtual board meetings, with the agreement starting January 1, 2025."

Document background
The Advisory Board Member Agreement is essential for companies operating in Canada that wish to formally engage external experts in an advisory capacity. This document is typically used when a company seeks to establish an advisory board to provide strategic guidance, industry expertise, or specialized knowledge without the formal fiduciary duties of a corporate director. The agreement encompasses key provisions required under Canadian law, including confidentiality obligations, intellectual property protection, and clear delineation of the advisory role. It's particularly relevant for growing companies, startups seeking expertise, and established organizations looking to expand their strategic capabilities through external advisors. The document helps prevent future disputes by clearly defining the relationship, expectations, and compensation structure while ensuring compliance with relevant Canadian federal and provincial regulations.
Suggested Sections

1. Parties: Identification of the company and the advisory board member

2. Background: Context for the agreement and brief description of the company and advisory board role

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Formal appointment to the advisory board and duration of the term

5. Role and Responsibilities: Detailed description of advisory board member duties and expectations

6. Time Commitment: Expected time commitment for meetings and other activities

7. Compensation: Base compensation structure and payment terms

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Intellectual Property: Assignment and protection of intellectual property rights

10. Conflict of Interest: Guidelines for avoiding and disclosing conflicts of interest

11. Independent Contractor Status: Clarification that the relationship is not an employment relationship

12. Termination: Conditions and process for ending the agreement

13. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures

Optional Sections

1. Equity Compensation: Details of any stock options or equity grants, to be included if equity compensation is part of the package

2. Expense Reimbursement: Policy and procedures for reimbursing expenses, if applicable

3. Insurance and Indemnification: Coverage under D&O insurance and indemnification provisions, if offered

4. Non-Competition: Restrictions on competing activities, if required based on industry and role

5. Non-Solicitation: Restrictions on soliciting employees or customers, if needed

6. Regulatory Compliance: Specific compliance obligations, particularly relevant for regulated industries

7. Board Observer Rights: Rights to attend board meetings, if granted

Suggested Schedules

1. Schedule A - Compensation Terms: Detailed breakdown of compensation structure, including meeting fees and any additional compensation

2. Schedule B - Confidential Information: Specific categories of confidential information and handling requirements

3. Schedule C - Meeting Schedule: Anticipated schedule of advisory board meetings and time commitment details

4. Schedule D - Equity Compensation Terms: Details of any equity compensation including vesting schedules and terms

5. Appendix 1 - Conflict Disclosure Form: Template for disclosing potential conflicts of interest

6. Appendix 2 - Expense Reimbursement Policy: Detailed policy for submitting and processing expense claims

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses

























Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Energy

Consumer Goods

Professional Services

Biotechnology

Education

Real Estate

Environmental Services

Telecommunications

Media and Entertainment

Non-Profit

Relevant Teams

Legal

Executive

Human Resources

Corporate Governance

Board Administration

Compliance

Corporate Secretary Office

Business Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Head of Human Resources

Legal Counsel

Corporate Governance Officer

Board Relations Manager

Executive Assistant to CEO

Compliance Officer

Director of Business Development

Chief Operating Officer

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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