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The Advisory Board Indemnification Agreement is essential when companies seek to attract and retain qualified individuals to serve on their advisory boards. Given the increasing complexity of business operations and regulatory requirements in the United States, advisors face potential personal liability for their guidance and decisions. This agreement provides necessary protection by clearly defining the scope of indemnification, procedures for claiming protection, and the company's obligations regarding legal defense and expense advancement. The document is particularly crucial for companies in regulated industries or those dealing with sensitive matters where advisory input could lead to future claims or litigation. An Advisory Board Indemnification Agreement helps companies demonstrate their commitment to protecting their advisors while ensuring appropriate risk allocation between the parties.

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

2. Background: Context of appointment and need for indemnification

3. Definitions: Key terms including 'Indemnified Person', 'Claims', 'Losses', 'Proceedings'

4. Scope of Indemnification: Extent of company's indemnification obligations and limitations

5. Advancement of Expenses: Terms for advancing legal fees and other expenses

6. Notification Requirements: Process and timing for notifying company of claims

7. Term and Survival: Duration of indemnification obligations and survival after termination

8. Governing Law: Specification of applicable state law and jurisdiction