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1. Parties: Identifies the contracting parties - the company and the advisor, including 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: Establishes the advisor's appointment to the advisory board and the duration of the engagement
5. Scope of Services: Details the advisory services to be provided, including meeting attendance and consultation requirements
6. Advisor's Obligations: Outlines the advisor's duties, responsibilities, and standard of care
7. Company's Obligations: Specifies the company's responsibilities to the advisor
8. Compensation: Details the fees, expenses, and payment terms
9. Confidentiality: Defines confidential information and obligations regarding its protection
10. Intellectual Property: Addresses ownership and rights to intellectual property created during the engagement
11. Independence and Non-Competition: Establishes the advisor's status as an independent contractor and any competition restrictions
12. Termination: Specifies conditions and procedures for ending the agreement
13. General Provisions: Includes standard legal provisions such as governing law, notices, and amendments
1. Equity Compensation: Include when the advisor receives stock options or other equity-based compensation
2. Insurance and Indemnification: Include when the company provides liability insurance or indemnification for the advisor
3. Data Protection: Include when the role involves processing personal data under Swiss FADP
4. Compliance with Industry Regulations: Include for regulated industries (e.g., healthcare, financial services)
5. International Travel: Include when the role requires international travel
6. Other Board Commitments: Include when there are specific restrictions on other board services
7. Publication Rights: Include when the advisor may publish or present about their work
8. Force Majeure: Include when specific provisions for unforeseen circumstances are needed
1. Schedule A - Services Description: Detailed description of advisory services and specific responsibilities
2. Schedule B - Compensation Terms: Detailed breakdown of fees, payment schedule, and expense reimbursement policies
3. Schedule C - Meeting Schedule: Expected frequency and format of advisory board meetings
4. Schedule D - Confidentiality Agreement: Detailed confidentiality terms and procedures
5. Schedule E - Approved Outside Activities: List of pre-approved activities with other organizations
6. Appendix 1 - Code of Conduct: Company's code of conduct and ethical guidelines for advisors
7. Appendix 2 - Expense Policy: Detailed policy for expense submissions and reimbursement
8. Appendix 3 - Contact Information: Key contact persons and communication protocols
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