The Advisory Board Contract is essential for companies operating in the Philippines who seek to formally engage external experts for strategic guidance and industry insights. This document is typically used when a company wants to establish an advisory board separate from its main board of directors, bringing in specialized expertise without the full fiduciary responsibilities of directorship. The agreement must comply with Philippine corporate law, particularly the Corporation Code (Batas Pambansa Blg. 68) and related regulations. It includes comprehensive provisions covering appointment terms, compensation structures, confidentiality requirements, and intellectual property rights. The document is particularly valuable for growing companies, those entering new markets, or organizations requiring specialized industry expertise while maintaining flexibility in their governance structure.
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1. Parties: Identification of the company and the advisor, including their complete legal names and addresses
2. Background: Context of the agreement, including the company's desire to engage the advisor and the advisor's qualifications
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Appointment and Term: Formal appointment of the advisor, duration of the engagement, and renewal terms
5. Role and Responsibilities: Detailed description of the advisor's duties, expected time commitment, and participation requirements
6. Meeting Requirements: Frequency of meetings, attendance requirements, and meeting procedures
7. Compensation: Details of fees, payment schedule, and any additional benefits provided
8. Expenses: Policy on reimbursement of expenses incurred in performing advisory duties
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Intellectual Property: Ownership and rights related to any IP created during the advisory relationship
11. Non-Competition and Non-Solicitation: Restrictions on competing activities and solicitation of employees or clients
12. Termination: Circumstances and procedures for ending the advisory relationship
13. Representations and Warranties: Standard declarations about capacity, conflicts, and ability to perform duties
14. General Provisions: Standard legal clauses including governing law, notices, and amendment procedures
1. Equity Compensation: Details of any stock options or equity grants, used when advisor receives equity-based compensation
2. Insurance and Indemnification: Coverage of advisor under company insurance policies and indemnification terms, used for high-risk advisory roles
3. Committee Participation: Specific committee assignments and responsibilities, used when advisor will serve on specific committees
4. Conflict Resolution: Detailed dispute resolution procedures, used in high-value or complex advisory relationships
5. Performance Metrics: Specific performance expectations and evaluation criteria, used when compensation is tied to performance
6. Related Party Transactions: Procedures for handling related party transactions, used when advisor has other business relationships with company
1. Schedule A - Compensation Details: Detailed breakdown of compensation structure, payment schedule, and any performance-based elements
2. Schedule B - Meeting Schedule: Annual calendar of scheduled meetings and time commitment expectations
3. Schedule C - Confidential Information: Specific categories of confidential information covered by the agreement
4. Schedule D - Approved Outside Activities: List of pre-approved activities or positions with other organizations
5. Appendix 1 - Code of Conduct: Company's code of conduct and ethical guidelines applicable to advisory board members
6. Appendix 2 - Expense Policy: Detailed policy on reimbursable expenses and submission procedures
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