Board Of Advisors Agreement Template for Germany

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Key Requirements PROMPT example:

Board Of Advisors Agreement

I need a Board of Advisors Agreement for my Berlin-based technology startup, bringing on a senior tech executive who will advise on AI strategy and international expansion, with quarterly meetings and compensation including both cash and stock options starting March 2025.

Document background
The Board of Advisors Agreement is essential for companies seeking to formalize relationships with external experts who provide strategic guidance and industry expertise. This document, structured under German law, is particularly crucial for both German companies and international organizations operating in Germany who wish to establish an advisory board (Beirat). It ensures compliance with German corporate governance requirements while providing flexibility for different business needs. The agreement typically includes comprehensive provisions on confidentiality, compensation, intellectual property rights, and liability limitations, all aligned with German legal standards. This document is commonly used when companies need to engage experienced professionals in an advisory capacity without making them formal board members or employees, and it helps establish clear boundaries and expectations for the advisory relationship.
Suggested Sections

1. Parties: Identification of the company and the advisor, including full legal names, addresses, and registration details where applicable

2. Background: Context of the appointment, including the company's desire to engage the advisor and the advisor's qualifications

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Confidential Information', and 'Intellectual Property'

4. Appointment and Term: Formal appointment of the advisor, term of service, and renewal/termination provisions

5. Duties and Responsibilities: Detailed description of the advisor's role, expected contributions, and time commitments

6. Compensation: Details of fees, reimbursement of expenses, and payment terms

7. Confidentiality: Obligations regarding confidential information and trade secrets

8. Intellectual Property: Ownership and treatment of IP created during the advisory relationship

9. Independence and Status: Clarification that the advisor is an independent contractor, not an employee

10. Liability and Indemnification: Scope of advisor's liability and indemnification provisions

11. Termination: Conditions and procedures for ending the agreement

12. General Provisions: Standard legal provisions including governing law, notices, and entire agreement

Optional Sections

1. Non-Competition: Restrictions on competing activities, used when the advisor works in the same industry

2. Stock Options/Equity Compensation: Terms of any equity-based compensation, used when offering shares or options

3. Insurance: Requirements for professional liability insurance, used for high-risk advisory roles

4. Board Observer Rights: Rights to attend board meetings, used when advisor should have broader access to company governance

5. Multiple Engagement Provisions: Rules for engaging with other companies, used when exclusivity is not required but needs regulation

6. Data Protection: Specific GDPR compliance provisions, used when advisor will handle personal data

7. Force Majeure: Provisions for unforeseen circumstances, used in long-term advisory arrangements

Suggested Schedules

1. Schedule 1: Services Description: Detailed outline of specific advisory services and expectations

2. Schedule 2: Compensation Terms: Detailed breakdown of fees, payment schedules, and expense policies

3. Schedule 3: Meeting Schedule: Expected frequency and format of advisory meetings and commitments

4. Appendix A: Confidentiality Agreement: Detailed confidentiality terms and procedures

5. Appendix B: Conflict of Interest Policy: Company's policy on conflicts and required disclosures

6. Appendix C: Stock Option Terms: Detailed terms of any equity compensation (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Energy

Real Estate

Education

Telecommunications

Biotechnology

Environmental Services

Media and Entertainment

Transportation and Logistics

Consumer Goods

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Compliance

Corporate Development

Strategy

Board Administration

Corporate Secretary Office

Risk Management

Human Resources

Relevant Roles

Chief Executive Officer

Managing Director

General Counsel

Legal Director

Corporate Secretary

Board Member

Advisory Board Member

Executive Director

Chief Financial Officer

Head of Corporate Governance

Compliance Officer

Company Secretary

Senior Legal Counsel

Corporate Development Director

Strategy Director

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Fundamental law governing contracts, obligations, and service relationships in Germany. Particularly relevant sections include §§ 611-630 on service contracts and general contract law provisions.
German Commercial Code (Handelsgesetzbuch - HGB): Regulates commercial relationships and business matters, including provisions on commercial representatives and business consultants.
German Stock Corporation Act (Aktiengesetz - AktG): Contains provisions regarding corporate governance and advisory boards, particularly relevant if the company is a stock corporation (AG).
Limited Liability Companies Act (GmbH-Gesetz): Relevant if the company is a GmbH, particularly regarding the establishment and functions of advisory boards in GmbHs.
German Securities Trading Act (Wertpapierhandelsgesetz - WpHG): Relevant for insider trading regulations and handling of confidential information, especially if the company is publicly traded.
General Data Protection Regulation (GDPR/DSGVO): Regulates the handling of personal data and privacy requirements, relevant for confidentiality clauses and data handling provisions.
German Competition Act (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Relevant for non-compete clauses and competition restrictions that might be included in the advisory agreement.
German Income Tax Act (Einkommensteuergesetz - EStG): Relevant for tax implications of advisory board compensation and proper classification of payments.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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