The Board of Advisors Agreement is essential for companies seeking to formalize relationships with experienced professionals who can provide strategic guidance without taking on director-level responsibilities. This document, governed by English and Welsh law, typically includes provisions for confidentiality, intellectual property protection, compensation, and termination rights. It's particularly important for growing companies looking to benefit from external expertise while maintaining clear boundaries between advisory and executive functions. The agreement ensures compliance with UK corporate governance requirements while protecting both the company's and advisor's interests.
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1. Parties: Identification of the company and the advisor
2. Background: Context of the appointment and advisor relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and commencement date of the advisory role
5. Duties and Responsibilities: Scope of advisory services, meeting attendance requirements, and specific obligations
6. Time Commitment: Expected time dedication and availability requirements
7. Compensation: Fee structure, payment terms, and reimbursement of expenses
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Intellectual Property: Ownership and rights to intellectual property created during the advisory relationship
10. Termination: Conditions and procedures for ending the agreement
11. General Provisions: Standard contractual terms including notices, amendments, and governing law
1. Share Options: Terms of equity compensation when advisor receives shares or options
2. Insurance: Professional indemnity and insurance requirements for the advisor
3. Non-Compete: Restrictions on competing activities and business relationships
4. Board Observer Rights: Rights to attend and observe board meetings if applicable
5. Regulatory Compliance: Specific compliance obligations for regulated industries
1. Schedule 1: Services Description: Detailed outline of advisory services and specific areas of expertise
2. Schedule 2: Compensation Details: Detailed fee structure, payment schedule, and expense policy
3. Schedule 3: Company Policies: Relevant company policies and procedures applicable to advisors
4. Appendix A: Confidentiality Agreement: Detailed confidentiality terms and non-disclosure provisions
5. Appendix B: Share Option Terms: Detailed terms of any share options or equity compensation
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