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Advisory Board Agreement

Advisory Board Agreement Template for Nigeria

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Key Requirements PROMPT example:

Advisory Board Agreement

"I need an Advisory Board Agreement for a Nigerian fintech startup, where the advisor will be compensated with both cash and equity, and will need to attend quarterly virtual meetings starting March 2025."

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Document background
The Advisory Board Agreement is a crucial document for Nigerian companies seeking to formalize relationships with external advisors who provide strategic guidance and expertise. This agreement is particularly important in the Nigerian business context, where corporate governance and transparency are increasingly emphasized. The document addresses key aspects required under Nigerian law, including appointment terms, compensation structures, confidentiality provisions, and compliance with corporate regulations. It's typically used when companies want to benefit from external expertise while maintaining clear boundaries between advisory roles and executive management. The agreement ensures protection for both the company and advisor while complying with relevant Nigerian legislation, including the Companies and Allied Matters Act (CAMA) 2020 and other applicable corporate governance frameworks.
Suggested Sections

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

2. Background: Context of the appointment and brief description of the company's business and advisor's expertise

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Formal appointment to the advisory board and duration of the appointment

5. Role and Responsibilities: Detailed description of advisory duties, meeting attendance, and time commitment

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

7. Confidentiality: Obligations regarding confidential information and trade secrets

8. Intellectual Property: Ownership and assignment of intellectual property created during the advisory relationship

9. Conflicts of Interest: Declaration and management of potential conflicts

10. Independent Contractor Status: Clarification that the advisor is not an employee

11. Termination: Circumstances and process for ending the agreement

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

Optional Sections

1. Non-Competition: Restrictions on competing activities - include if advisor has access to sensitive competitive information

2. Insurance: Requirements for professional liability insurance - include if advisor provides specialized technical advice

3. Indemnification: Protection for advisor against claims - include if high-risk advisory services

4. Share Options: Details of any equity compensation - include if part of compensation includes shares/options

5. Anti-Corruption Compliance: Specific anti-corruption obligations - include if advisor deals with government entities

6. Data Protection: Specific data handling obligations - include if advisor processes personal data

Suggested Schedules

1. Schedule 1 - Services: Detailed scope of advisory services and specific responsibilities

2. Schedule 2 - Compensation: Detailed breakdown of fees, payment terms, and expense policies

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

4. Appendix A - Confidentiality Agreement: Detailed confidentiality terms and requirements

5. Appendix B - Conflict Disclosure Form: Template for declaring potential conflicts of interest

6. Appendix C - Code of Conduct: Advisory board ethical guidelines and behavioral expectations

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Energy

Telecommunications

Professional Services

Education

Real Estate

Consumer Goods

Agriculture

Mining and Natural Resources

Entertainment and Media

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Compliance

Human Resources

Finance

Corporate Affairs

Board Secretariat

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Board Secretary

Compliance Officer

Advisory Board Member

Non-Executive Director

Chief Financial Officer

Head of Strategy

General Counsel

Corporate Affairs Director

Risk Management Officer

Human Resources Director

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing corporate operations in Nigeria, including provisions for corporate governance, appointment of advisors, and fiduciary duties
Labour Act Cap L1 LFN 2004: Regulates employment relationships and may apply to advisory positions if certain characteristics of employment are present
Personal Income Tax Act: Governs the taxation of individual income, including advisory fees and compensation
National Industrial Court Act 2006: Provides jurisdiction over disputes relating to advisory agreements and terms of service
Corrupt Practices and Other Related Offences Act 2000: Sets out anti-corruption provisions relevant to advisory positions, particularly in relation to conflicts of interest and corporate governance
Nigerian Data Protection Regulation 2019: Regulates the handling of personal and corporate data, relevant for confidentiality provisions in advisory agreements
Trade Secrets Protection Bill: Protects confidential business information and trade secrets that advisors may have access to
Copyright Act Cap C28 LFN 2004: Protects intellectual property rights that may be relevant to advisory work and contributions
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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