Advisory Board Agreement Template for Ireland

An Advisory Board Agreement is a legal contract that establishes the formal relationship between your company and external advisors who provide strategic guidance and expertise. Under Irish law, this agreement is crucial for defining the scope of the advisory relationship while ensuring compliance with corporate governance requirements and avoiding potential employment law issues.

When do you need this document?

You need an Advisory Board Agreement when appointing external experts to provide strategic guidance to your company. This is particularly important for startups seeking industry expertise, scale-ups preparing for investment rounds, or established companies entering new markets. The agreement is essential when you want to formalise relationships with former executives, industry specialists, or subject matter experts who will advise on business strategy, market development, or technical matters. It's also crucial when offering equity compensation or when advisors will have access to confidential information or intellectual property.

Key legal considerations

The agreement must clearly distinguish advisory relationships from employment to avoid unintended obligations under Irish employment law. Key clauses include defining the advisor's role and time commitment, establishing compensation structures (whether cash, equity, or both), and implementing robust confidentiality provisions. Intellectual property clauses should specify ownership of any developments or insights arising from the advisory relationship. The agreement should include termination provisions, conflict of interest disclosures, and indemnification clauses to protect both parties. If equity is involved, compliance with securities regulations and shareholder approval requirements must be addressed.

Legal requirements in Ireland

Under the Companies Act 2014, advisory board appointments must be properly documented and may require board resolution depending on your company's articles of association. The agreement must comply with GDPR and the Data Protection Act 2018 regarding any personal data the advisor may access. Tax obligations under the Taxes Consolidation Act 1997 must be considered, particularly for advisor compensation and potential PRSI implications. The Employment Status of Individuals guidelines help ensure proper classification to avoid employment law obligations. If your advisor will handle sensitive information, the Protected Disclosures Act 2014 may apply to whistleblowing provisions. Companies should also consider whether the advisor appointment affects any existing investor agreements or requires shareholder consent.