The Advisory Board Member Agreement is essential for companies operating in Canada that wish to formally engage external experts in an advisory capacity. This document is typically used when a company seeks to establish an advisory board to provide strategic guidance, industry expertise, or specialized knowledge without the formal fiduciary duties of a corporate director. The agreement encompasses key provisions required under Canadian law, including confidentiality obligations, intellectual property protection, and clear delineation of the advisory role. It's particularly relevant for growing companies, startups seeking expertise, and established organizations looking to expand their strategic capabilities through external advisors. The document helps prevent future disputes by clearly defining the relationship, expectations, and compensation structure while ensuring compliance with relevant Canadian federal and provincial regulations.
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1. Parties: Identification of the company and the advisory board member
2. Background: Context for the agreement and brief description of the company and advisory board role
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Formal appointment to the advisory board and duration of the term
5. Role and Responsibilities: Detailed description of advisory board member duties and expectations
6. Time Commitment: Expected time commitment for meetings and other activities
7. Compensation: Base compensation structure and payment terms
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Intellectual Property: Assignment and protection of intellectual property rights
10. Conflict of Interest: Guidelines for avoiding and disclosing conflicts of interest
11. Independent Contractor Status: Clarification that the relationship is not an employment relationship
12. Termination: Conditions and process for ending the agreement
13. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures
1. Equity Compensation: Details of any stock options or equity grants, to be included if equity compensation is part of the package
2. Expense Reimbursement: Policy and procedures for reimbursing expenses, if applicable
3. Insurance and Indemnification: Coverage under D&O insurance and indemnification provisions, if offered
4. Non-Competition: Restrictions on competing activities, if required based on industry and role
5. Non-Solicitation: Restrictions on soliciting employees or customers, if needed
6. Regulatory Compliance: Specific compliance obligations, particularly relevant for regulated industries
7. Board Observer Rights: Rights to attend board meetings, if granted
1. Schedule A - Compensation Terms: Detailed breakdown of compensation structure, including meeting fees and any additional compensation
2. Schedule B - Confidential Information: Specific categories of confidential information and handling requirements
3. Schedule C - Meeting Schedule: Anticipated schedule of advisory board meetings and time commitment details
4. Schedule D - Equity Compensation Terms: Details of any equity compensation including vesting schedules and terms
5. Appendix 1 - Conflict Disclosure Form: Template for disclosing potential conflicts of interest
6. Appendix 2 - Expense Reimbursement Policy: Detailed policy for submitting and processing expense claims
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