Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
Board Advisor Agreement
This Board Advisor Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}.
BETWEEN:
{{company_name}}, a company duly incorporated under the laws of {{country}}, with its registered office located at {{company_address}} (hereinafter referred to as "the Company").
AND
{{advisor_name}}, an individual residing at {{advisor_address}}, holding identity document number {{advisor_id_number}} (hereinafter referred to as "the Advisor").
Collectively referred to as "the Parties".
1. Appointment and Services
1.1. The Company hereby appoints the Advisor, and the Advisor hereby accepts such appointment, to provide advisory services to the Company's Board of Directors (hereinafter referred to as "the Board") on the terms and conditions set forth in this Agreement.
1.2. The Advisor shall provide strategic advice, insights, and recommendations to the Board on matters pertaining to {{areas_of_advice_e.g._market_strategy,_product_development,_finance}}, as may be reasonably requested by the Board from time to time.
1.3. The Advisor's role is strictly advisory, and the Advisor shall not have any executive authority, fiduciary duties, or voting rights on the Board, unless explicitly granted in writing by the Company.
2. Term and Termination
2.1. This Agreement shall commence on {{start_date}} and continue for a period of {{term_length_e.g._12_months}}, unless terminated earlier in accordance with the provisions of this Agreement.
2.2. Either Party may terminate this Agreement by providing {{notice_period_e.g._30}} days' written notice to the other Party.
2.3. The Company may terminate this Agreement immediately upon written notice if the Advisor breaches any material term of this Agreement, or if the Advisor engages in any conduct that is, in the reasonable opinion of the Board, detrimental to the Company's reputation or interests.
3. Compensation
3.1. In consideration for the advisory services rendered, the Company shall compensate the Advisor as follows:
a) A monthly retainer fee of {{monthly_retainer_amount}} payable on the {{payment_day_of_month}} day of each month.
b) Reimbursement for pre-approved, reasonable out-of-pocket expenses incurred by the Advisor in the performance of their duties, upon submission of valid receipts and in accordance with the Company's expense policy.
c) Equity grant: {{number_of_shares}} shares or {{percentage}}% of the Company's ordinary shares, vesting over a period of {{vesting_period_e.g._4_years}} with a {{cliff_period_e.g._1_year}} cliff, subject to the terms of the Company's Share Option Plan or Share Subscription Agreement.
4. Confidentiality
4.1. The Advisor acknowledges that in the course of providing services, they will have access to confidential and proprietary information belonging to the Company. The Advisor agrees to keep all such information strictly confidential and not to disclose it to any third party without the prior written consent of the Company.
4.2. This confidentiality obligation shall survive the termination of this Agreement.
5. Intellectual Property
5.1. All intellectual property, including but not limited to, ideas, inventions, designs, and materials developed or conceived by the Advisor in the course of providing services under this Agreement, shall be the sole property of the Company.
6. Independent Contractor Status
6.1. The Advisor shall perform the services as an independent contractor and not as an employee, partner, or agent of the Company. The Advisor shall be solely responsible for all taxes, including income tax and social security contributions, arising from the compensation received under this Agreement.
7. Governing Law and Dispute Resolution
7.1. This Agreement shall be governed by and construed in accordance with the laws of {{country}}.
7.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution_e.g._Arbitration_Foundation_of_Southern_Africa}}.
8. Entire Agreement
8.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
9. Notices
9.1. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by registered mail, or by email to the addresses set forth above.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
For the Company:
___________________________
Name: {{company_signatory_name}}
Title: {{company_signatory_title}}
For the Advisor:
___________________________
Name: {{advisor_name}}
Date: {{signature_date}}
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