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Advisory Board Agreement

This template outlines the terms and conditions for an advisory board member's engagement with a company, appropriate for formalizing advisory relationships in a South African business context.

Updated 15d ago
Advisory BoardAgreementConsultingCorporate GovernanceSouthern AfricaIndemnityCompensation

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Advisory Board Agreement

This Advisory Board Agreement ("Agreement") is made and entered into as of this {{day}} day of {{month}}, {{year}} (the "Effective Date"), by and between:

{{company_name}}, a company duly incorporated under the laws of [South Africa/ {{country}}], with its principal place of business at {{company_address}} (hereinafter referred to as "the Company");

AND

{{advisor_full_name}}, an individual residing 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 a "Party".

1. Appointment and Role

1.1. The Company hereby appoints the Advisor, and the Advisor hereby accepts such appointment, to serve on the Company's Advisory Board.

1.2. The Advisor shall provide strategic guidance, insights, and recommendations to the Company's management and/or Board of Directors on matters relating to {{areas_of_advice}}, as may be reasonably requested by the Company.

1.3. The Advisor's role is strictly advisory in nature and does not convey any executive authority, voting rights, or direct management responsibilities within the Company.

2. Term and Termination

2.1. This Agreement shall commence on the Effective Date and continue for an initial term of {{initial_term_duration}} (e.g., one year), unless terminated earlier in accordance with the provisions of this Agreement.

2.2. Either Party may terminate this Agreement by providing {{notice_period}} 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 there is a conflict of interest, or gross misconduct on the part of the Advisor.

3. Compensation and Expenses

3.1. In consideration for the advisory services rendered, the Company shall compensate the Advisor as follows: {{compensation_details}} (e.g., a fixed monthly fee of {{monthly_fee}}, or equity compensation of {{equity_percentage}}% in the Company, subject to vesting schedule {{vesting_schedule_details}}).

3.2. The Company shall reimburse the Advisor for all reasonable and pre-approved out-of-pocket expenses incurred in the performance of their duties under this Agreement, upon submission of valid receipts. Expense reimbursement shall be subject to the Company's expense policy.

4. Confidentiality

4.1. The Advisor acknowledges that during the term of this Agreement, they will have access to confidential and proprietary information of the Company, including but not limited to business plans, financial data, customer lists, intellectual property, and trade secrets (hereinafter, "Confidential Information").

4.2. The Advisor agrees to keep all Confidential Information strictly confidential and not to disclose it to any third party or use it for any purpose other than in connection with their advisory role to the Company, both during and after the term of this Agreement.

4.3. This obligation of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Advisor; (b) is rightfully known to the Advisor prior to its disclosure by the Company; (c) is independently developed by the Advisor without use of Confidential Information; or (d) is required to be disclosed by law or court order.

5. Intellectual Property

5.1. The Advisor agrees that any intellectual property, including but not limited to inventions, discoveries, designs, works of authorship, or trade secrets, developed, conceived, or reduced to practice by the Advisor in the course of providing advisory services to the Company (collectively, "Advisory IP") shall be the sole and exclusive property of the Company.

5.2. The Advisor hereby assigns all right, title, and interest in and to any Advisory IP to the Company and agrees to execute any documents reasonably requested by the Company to perfect its ownership of such Advisory IP.

6. Indemnification

6.1. The Company agrees to indemnify and hold harmless the Advisor from and against any and all claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Advisor's performance of their duties under this Agreement, except to the extent such claims, liabilities, costs, or expenses result from the Advisor's gross negligence, willful misconduct, or breach of this Agreement.

6.2. The Advisor agrees to indemnify and hold harmless the Company from and against any and all claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Advisor's gross negligence, willful misconduct, or breach of this Agreement.

7. Governing Law and Dispute Resolution

7.1. This Agreement shall be governed by and construed in accordance with the laws of [South Africa/ {{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 resolved through good faith negotiations between the Parties.

7.3. If the Parties are unable to resolve the dispute through negotiations within {{negotiation_period_days}} days, the dispute shall be submitted to mediation in accordance with the rules of {{mediation_body}} (e.g., the Arbitration Foundation of Southern Africa (AFSA)).

7.4. If mediation is unsuccessful, the dispute shall be finally settled by arbitration in accordance with the rules of {{arbitration_body}} (e.g., 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 oral or written.

8.2. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

9. Signatures

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

___________________________

{{company_name}}

By: {{authorised_signatory_name}}

Title: {{authorised_signatory_title}}

Date: {{signature_date}}

___________________________

{{advisor_full_name}}

Date: {{signature_date}}

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