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1. Parties: Identifies the company and the advisor, including their full legal names and addresses
2. Background: Explains the context of the agreement, the company's desire to engage the advisor, and the advisor's qualifications
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Specifies the appointment of the advisor to the advisory board and the duration of the appointment
5. Role and Responsibilities: Details the advisor's duties, expected time commitment, and participation requirements
6. Compensation: Outlines the fees, equity, or other compensation to be provided to the advisor
7. Confidentiality: Defines confidential information and the advisor's obligations to maintain confidentiality
8. Intellectual Property: Addresses ownership and protection of IP created or accessed during the advisory relationship
9. Conflicts of Interest: Sets forth requirements for disclosure and handling of potential conflicts
10. Termination: Specifies how and when either party can end the agreement
11. General Provisions: Includes standard legal clauses like governing law, notices, and amendments
1. Non-Competition: Restricts advisor's involvement with competing businesses - include when advisor has access to highly sensitive competitive information
2. Equity Compensation: Detailed terms for stock options or other equity - include when offering equity-based compensation
3. Insurance and Indemnification: Coverage of advisor under company insurance policies - include for higher-risk advisory roles
4. Expense Reimbursement: Terms for reimbursing advisor's expenses - include when travel or other expenses are expected
5. Performance Metrics: Specific goals or metrics for the advisor - include when compensation is tied to performance
6. Committee Participation: Details about specific committee roles - include when advisor will serve on specific committees
1. Schedule A - Compensation Details: Detailed breakdown of all forms of compensation, including payment terms and conditions
2. Schedule B - Meeting Schedule: Expected frequency and timing of advisory board meetings and commitment requirements
3. Schedule C - Conflict Disclosure Form: Template for advisor to disclose any potential conflicts of interest
4. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and requirements
5. Appendix 2 - Code of Conduct: Company's code of conduct and ethical guidelines applicable to advisors
6. Appendix 3 - Stock Option Agreement: If applicable, detailed terms of any equity compensation
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