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1. Parties: Identifies the contracting parties - the company and the advisor, including full legal names and addresses
2. Background: Outlines the context of the agreement, the advisor's expertise, and the company's desire to engage their services
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope of Services: Details the engagement of the advisor and specific services to be provided
5. Independent Contractor Status: Explicitly establishes the advisor's status as an independent contractor, not an employee
6. Term and Termination: Specifies the duration of the agreement and conditions for termination
7. Compensation and Expenses: Details the advisor's fees, payment terms, and expense reimbursement policies
8. Confidentiality: Addresses the protection of confidential information and trade secrets
9. Intellectual Property: Covers ownership and rights to intellectual property created during the engagement
10. Representations and Warranties: Contains standard representations and warranties from both parties
11. Indemnification: Outlines mutual indemnification obligations
12. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and amendment procedures
1. Non-Competition: Restricts advisor from competing activities - include only if necessary and ensure compliance with Canadian competition law
2. Non-Solicitation: Prevents solicitation of employees/clients - include based on business needs
3. Insurance: Requires advisor to maintain specific insurance coverage - include if advisor's services involve significant risks
4. Performance Metrics: Establishes specific performance criteria - include if compensation is tied to performance
5. Board Observer Rights: Grants advisor rights to attend board meetings - include for strategic advisors
6. Equity Compensation: Details any equity-based compensation - include if advisor receives shares/options
7. Time Commitment: Specifies minimum time commitment - include if regular involvement is required
8. Compliance with Policies: Requires adherence to company policies - include if advisor needs access to company systems/facilities
1. Schedule A - Services Description: Detailed description of advisory services and deliverables
2. Schedule B - Compensation Terms: Detailed breakdown of fees, payment schedule, and expense policies
3. Schedule C - Confidential Information: Specific details of what constitutes confidential information
4. Schedule D - Compliance Requirements: Any specific regulatory or compliance requirements applicable to the services
5. Appendix 1 - Conflict Disclosure Form: Form for advisor to disclose any potential conflicts of interest
6. Appendix 2 - Expense Policy: Detailed policy regarding allowable expenses and reimbursement procedures
7. Appendix 3 - Key Performance Indicators: Specific metrics for measuring advisor's performance if applicable
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