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1. Parties: Identification of the company and the advisor, including full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope of Services: Description of the advisor's role and specific services to be provided
5. Term and Termination: Duration of the agreement and conditions for termination
6. Compensation and Payment Terms: Fees, expenses, and payment schedule
7. Independent Contractor Status: Clear statement of advisor's status as independent contractor, not employee
8. Confidentiality: Protection of confidential information and trade secrets
9. Intellectual Property: Ownership and rights to work product and pre-existing IP
10. Representations and Warranties: Advisor's qualifications and compliance with laws
11. Limitation of Liability: Limits on liability and indemnification provisions
12. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Non-Competition: Restrictions on competing activities - include if advisor has access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting clients/employees - include if advisor has significant client contact
3. Insurance Requirements: Professional liability insurance obligations - include for high-risk advisory services
4. Compliance with Specific Regulations: Include when advisor must comply with specific industry regulations (e.g., securities, financial services)
5. Performance Metrics: Specific KPIs or performance standards - include if compensation is performance-based
6. Use of Company Resources: Rules for using company equipment/facilities - include if advisor works on-site
7. Conflict Resolution: Mediation/arbitration procedures - include for high-value or complex arrangements
1. Schedule A - Services Description: Detailed breakdown of services to be provided
2. Schedule B - Fee Schedule: Detailed compensation structure, including rates and payment terms
3. Schedule C - Key Performance Indicators: Specific metrics for measuring advisor's performance
4. Schedule D - Company Policies: Relevant company policies advisor must comply with
5. Appendix 1 - Required Qualifications: List of required certifications, licenses, and qualifications
6. Appendix 2 - Approved Expenses: List of reimbursable expenses and approval procedures
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