The Advisory Board Member Agreement Template is essential for companies seeking to formalize relationships with external advisors who provide strategic guidance but are not part of the main board of directors. This U.S.-specific document is particularly crucial for startups and growing companies that need to protect their interests while engaging industry experts. The agreement covers key aspects such as compensation (often including equity), confidentiality, intellectual property rights, and liability protection. It's designed to comply with federal and state corporate laws while providing flexibility to accommodate different advisory arrangements.
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1. Parties: Identification of the company and advisory board member
2. Background: Context of appointment and purpose of advisory relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Official appointment and duration of service
5. Duties and Responsibilities: Specific roles and obligations of the advisor
6. Compensation: Payment terms, equity arrangements, or other benefits
7. Confidentiality: Protection of company information
8. Intellectual Property: Ownership and rights to created materials
9. Termination: Conditions and process for ending the relationship
1. Non-Competition: Restrictions on competing activities - used when advisor has access to sensitive competitive information
2. Insurance: D&O or other coverage requirements - used when advisor faces significant liability risks
3. Expense Reimbursement: Terms for covering advisor expenses - used when travel or other expenses are expected
4. Independent Contractor: Clarification of employment status - used when need to clearly establish non-employee relationship
1. Services Description: Detailed outline of advisory services
2. Compensation Schedule: Detailed payment terms and equity arrangements
3. Conflict Disclosure Form: Declaration of potential conflicts of interest
4. Board Meeting Schedule: Expected meeting dates and time commitments
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