Board Of Advisors Agreement for the United States

Board Of Advisors Agreement Template for United States

A Board of Advisors Agreement is a legal document used in the United States that establishes the formal relationship between a company and an individual serving on its advisory board. The agreement outlines the advisor's duties, compensation, confidentiality obligations, and term of service. It typically includes provisions for intellectual property protection, liability limitations, and termination conditions, while ensuring compliance with relevant state and federal laws.

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What is a Board Of Advisors Agreement?

The Board of Advisors Agreement is essential for companies seeking to formalize relationships with experienced professionals who provide strategic guidance without taking on director-level fiduciary responsibilities. This document is particularly important in the United States, where it helps protect both the company and advisor by clearly defining the scope of the advisory relationship, compensation terms, and confidentiality requirements. The agreement typically includes provisions for equity compensation, particularly in startup environments, and ensures compliance with securities laws and corporate governance requirements.

What sections should be included in a Board Of Advisors Agreement?

1. Parties: Identification of the company and advisor

2. Background: Context and purpose of the advisory relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment: Terms of appointment to the advisory board

5. Services: Scope of advisory services to be provided

6. Compensation: Payment terms, equity arrangements if applicable

7. Confidentiality: Protection of company information

8. Term and Termination: Duration and ending conditions

What sections are optional to include in a Board Of Advisors Agreement?

1. Equity Compensation: Detailed provisions for stock options or other equity arrangements when advisor receives equity compensation

2. Non-Competition: Restrictions on competing activities for advisors in sensitive positions or competitive industries

3. Insurance: D&O insurance coverage provisions when company provides liability insurance

What schedules should be included in a Board Of Advisors Agreement?

1. Schedule A - Services: Detailed description of advisory services

2. Schedule B - Compensation: Detailed compensation terms including equity if applicable

3. Schedule C - Confidential Information: Specific items deemed confidential

4. Exhibit A - Stock Option Agreement: If equity compensation is included

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Industries

Corporate Law: Includes state-specific corporate laws, Delaware General Corporation Law (if applicable), and regulations governing fiduciary duties and responsibilities of board members

Securities Laws: Encompasses Securities Act of 1933, Securities Exchange Act of 1934, SEC regulations on insider trading, and Regulation FD (Fair Disclosure)

Employment and Labor Laws: Covers Fair Labor Standards Act (FLSA), state-specific employment laws, and independent contractor vs. employee classification considerations

Intellectual Property Laws: Includes Copyright Act, Patent Act, Trade Secrets Protection Acts, and provisions for protecting company intellectual property and confidential information

Tax Considerations: Covers Internal Revenue Code, state tax regulations, and treatment of advisor compensation and equity arrangements

Confidentiality and Privacy: Encompasses Trade Secrets Acts, data privacy laws, and non-disclosure requirements for protecting sensitive company information

Professional Liability: Covers Director & Officer liability provisions, state-specific liability protections, and indemnification requirements

Sarbanes-Oxley Compliance: Includes corporate governance requirements and financial disclosure obligations for public companies when applicable

Antitrust Laws: Covers Clayton Act, Sherman Act, and regulations regarding conflicts of interest and anti-competitive behavior

State-Specific Requirements: Encompasses state-level business conduct regulations, corporate governance rules, and relevant filing requirements

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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