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Advisory Board Agreement for Australia

Advisory Board Agreement Template for Australia

An Advisory Board Agreement is a legal document used in Australia to establish and govern the relationship between a company and its advisory board members. The agreement outlines the terms of engagement, including roles, responsibilities, compensation, confidentiality obligations, and intellectual property rights. It provides a framework for leveraging external expertise while protecting the company's interests, incorporating provisions compliant with Australian corporate law, particularly the Corporations Act 2001 (Cth). The document typically includes specific terms about meeting attendance, time commitments, and the provision of strategic advice, while clearly distinguishing advisory roles from formal director positions.

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What is a Advisory Board Agreement?

The Advisory Board Agreement is essential for companies seeking to formalize relationships with external advisors who provide strategic guidance without taking on formal director responsibilities. This document is particularly relevant in the Australian business context where companies aim to access specialized expertise while maintaining clear governance structures. The agreement typically includes comprehensive provisions covering appointment terms, service scope, confidentiality, intellectual property rights, and compensation arrangements, all aligned with Australian legal requirements. It's commonly used by both established companies and startups looking to enhance their strategic decision-making through external expertise while maintaining appropriate legal protections and clear expectations for all parties involved.

What sections should be included in a Advisory Board Agreement?

1. Parties: Identifies the company and the advisory board member

2. Background: Sets out the context of the appointment and the company's desire to engage the advisor

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the appointment, including term length and renewal provisions

5. Role and Responsibilities: Outlines the specific duties and expectations of the advisory board member

6. Time Commitment: Specifies the expected time commitment, including meeting attendance and preparation

7. Remuneration: Details the compensation structure, including fees, expenses, and any equity components

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Intellectual Property: Ownership and treatment of IP created during the advisory relationship

10. Conflicts of Interest: Procedures for disclosing and managing potential conflicts

11. Termination: Circumstances and procedures for ending the agreement

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

What sections are optional to include in a Advisory Board Agreement?

1. Equity Compensation: Detailed terms of any equity-based compensation, used when the advisor receives shares or options

2. Insurance: Insurance requirements and coverage details, used when the company provides insurance for advisors

3. Non-Competition: Restrictions on competing activities, used when the advisor has access to sensitive competitive information

4. Relationship with Board of Directors: Protocols for interaction with the formal board, used when regular board interaction is expected

5. International Travel: Terms for international travel and related compensation, used when advisor is expected to travel internationally

6. External Communications: Guidelines for public statements and use of advisor's name, used when advisor has high public profile

What schedules should be included in a Advisory Board Agreement?

1. Schedule 1 - Services: Detailed description of advisory services to be provided

2. Schedule 2 - Compensation Details: Detailed breakdown of all compensation elements including payment terms

3. Schedule 3 - Meeting Schedule: Expected meeting dates, times, and formats for the initial term

4. Schedule 4 - Confidential Information: Specific categories of confidential information covered by the agreement

5. Schedule 5 - Approved External Commitments: List of pre-approved advisory or similar roles with other organizations

6. Appendix A - Code of Conduct: Company's code of conduct applicable to advisory board members

7. Appendix B - Expense Policy: Policy regarding reimbursable expenses and claiming procedures

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Advisory Agreement

Cost

Free to use

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