The Advisory Board Consulting Agreement is essential for companies operating in the Philippines who seek to formalize the engagement of external experts in advisory capacities. This document is particularly relevant when organizations need specialized guidance for strategic decisions, market expansion, or technical expertise while maintaining compliance with Philippine corporate and labor laws. The agreement ensures clear delineation of the advisor's role as an independent contractor rather than an employee, addressing key aspects such as service scope, compensation, confidentiality, and intellectual property rights. It's specifically structured to comply with Philippine legal requirements while protecting both the company's interests and the advisor's independent status. The document is commonly used by both domestic and international companies operating in the Philippines who wish to establish formal advisory relationships with industry experts, professional consultants, or strategic advisors.
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1. Parties: Identifies the company and the advisor, including complete legal names and addresses
2. Background: Explains the company's desire to engage the advisor and the advisor's qualifications and expertise
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Establishes the advisor's appointment to the advisory board and specifies the term duration
5. Scope of Services: Details the advisory services to be provided, including meeting attendance and consultation requirements
6. Independent Contractor Status: Clearly establishes that the advisor is an independent contractor, not an employee
7. Compensation and Expenses: Specifies fees, payment terms, and reimbursable expenses
8. Time Commitment: Outlines expected time commitment and scheduling of advisory services
9. Confidentiality: Defines confidential information and obligations regarding its protection
10. Intellectual Property: Addresses ownership and rights to intellectual property created during the engagement
11. Conflicts of Interest: Sets forth obligations regarding competing activities and disclosure of conflicts
12. Termination: Specifies conditions and procedures for ending the agreement
13. General Provisions: Includes standard legal provisions such as governing law, notices, and amendments
1. Equity Compensation: Include when the advisor will receive stock options or other equity-based compensation
2. Non-Competition: Include when requiring post-termination restrictions on competitive activities
3. Corporate Governance: Include when advisor will have specific corporate governance responsibilities
4. Data Privacy Compliance: Include when the role involves handling personal or sensitive data
5. Anti-Corruption Compliance: Include when the advisory role involves government relations or public sector interaction
6. Insurance: Include when requiring the advisor to maintain specific insurance coverage
7. Indemnification: Include when specific indemnification provisions are needed beyond standard liability provisions
1. Schedule A - Services Description: Detailed description of advisory services and specific responsibilities
2. Schedule B - Compensation Terms: Detailed breakdown of fees, payment schedule, and expense reimbursement policies
3. Schedule C - Meeting Schedule: Expected frequency and format of advisory board meetings
4. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and procedures
5. Appendix 2 - Conflict Disclosure Form: Template for disclosing potential conflicts of interest
6. Appendix 3 - Equity Compensation Terms: Details of any equity compensation arrangement if applicable
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