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Board Advisor Agreement

This template outlines the terms and conditions between a company and a board advisor, detailing the scope of advisory services, compensation, confidentiality, and term of engagement. It is suitable for startups and established businesses seeking external expertise and governance guidance.

Updated 16d ago
board advisoradvisory agreementcorporate governancestartupSMEconsultingSouthern Africa

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{company_phone}}

Email: {{company_email}}

Website: {{company_website}}

Board Advisor Agreement

This Board Advisor Agreement ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date"), by and between:

{{company_name}}, a company duly incorporated and existing under the laws of {{jurisdiction}}, with its principal place of business at {{company_address}} (hereinafter referred to as "the Company"); and

{{advisor_name}}, an individual residing at {{advisor_address}}, or a company duly incorporated and existing under the laws of {{advisor_jurisdiction}}, with its principal place of business at {{advisor_address}} (hereinafter referred to as "the Advisor").

Collectively, the Company and the Advisor shall be referred to as "the Parties" and individually as "Party".

1. Appointment and Term

1.1. The Company hereby appoints the Advisor, and the Advisor hereby accepts the appointment, to serve as an independent board advisor to the Company's board of directors.

1.2. The term of this Agreement shall commence on the Effective Date and shall continue for a period of {{agreement_term_length}} (e.g., twelve months), unless terminated earlier in accordance with the provisions of this Agreement. The Agreement may be renewed upon mutual written agreement of both Parties.

2. Scope of Services

2.1. The Advisor shall provide non-binding strategic advice, guidance, and expertise to the Company's board of directors and senior management on matters including, but not limited to, {{areas_of_advice_e.g._strategy_finance_marketing_technology}}.

2.2. The Advisor shall attend a minimum of {{number_of_meetings}} board meetings or advisory sessions per year, either in person or virtually, as requested by the Company.

2.3. The Advisor's role is purely advisory and does not include executive authority, fiduciary duties (unless specifically agreed in a separate director appointment), or responsibility for day-to-day operations of the Company.

3. Compensation

3.1. In consideration for the services rendered by the Advisor, the Company shall compensate the Advisor as follows:

a) A retainer fee of {{retainer_amount}} per {{retainer_period_e.g._month_quarter}}, payable on {{payment_due_date}}.

b) Equity compensation in the form of {{number_of_shares_or_percentage_equity}} shares/percent equity in the Company, to be vested over a period of {{vesting_period}} years, with a {{cliff_period}} cliff, pursuant to a separate Stock Option Agreement or Share Grant Agreement.

c) Reimbursement for pre-approved, reasonable out-of-pocket expenses incurred in the performance of services, upon submission of valid receipts.

4. Confidentiality

4.1. The Advisor acknowledges that during 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 or use it for any purpose other than for the benefit of the Company.

4.2. This obligation of confidentiality shall survive the termination of this Agreement.

5. Independent Contractor Status

5.1. The Advisor shall perform the services as an independent contractor and not as an employee, agent, partner, or joint venturer of the Company. The Advisor shall be solely responsible for all taxes, national insurance contributions, and other statutory payments arising from the compensation received under this Agreement.

5.2. The Company shall not be responsible for withholding taxes or providing employee benefits to the Advisor.

6. Termination

6.1. Either Party may terminate this Agreement by giving {{notice_period_days}} days' prior written notice to the other Party.

6.2. The Company may terminate this Agreement immediately for cause, including but not limited to, breach of confidentiality, gross negligence, or misconduct by the Advisor.

6.3. Upon termination, the Advisor shall promptly return all Company property and confidential information in their possession.

7. Governing Law and Dispute Resolution

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction_e.g._Republic_of_South_Africa}}.

7.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of {{arbitration_body_e.g._Arbitration_Foundation_of_Southern_Africa_(AFSA)}}.

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 written or oral.

9. Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

FOR THE COMPANY:

_____________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

Date: {{company_signature_date}}

FOR THE ADVISOR:

_____________________________

Name: {{advisor_signatory_name}}

Date: {{advisor_signature_date}}

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