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1. Parties: Identifies the company and the advisory board member, including their full legal names and addresses
2. Background: Explains the context of the agreement, the company's desire to establish an advisory board, and the advisor's expertise
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Specifies the appointment of the advisor, term length, and renewal/termination provisions
5. Role and Responsibilities: Details the advisor's duties, expected time commitment, and participation requirements
6. Meeting Requirements: Specifies frequency of meetings, attendance requirements, and meeting procedures
7. Compensation: Outlines the fees, expenses, and any other forms of compensation
8. Independent Contractor Status: Clearly establishes that the advisor is an independent contractor, not an employee
9. Confidentiality: Defines confidential information and requirements for maintaining confidentiality
10. Intellectual Property: Addresses ownership and rights to any IP created during the advisory relationship
11. Conflicts of Interest: Sets forth requirements for disclosure and handling of potential conflicts
12. Termination: Details circumstances and procedures for ending the agreement
13. General Provisions: Standard boilerplate clauses including governing law, notices, amendments, etc.
1. Equity Compensation: Include when advisor receives stock options or other equity-based compensation
2. Non-Competition: Include when restricting advisor's involvement with competing businesses
3. Insurance and Indemnification: Include when providing D&O insurance or indemnification protection
4. Committee Assignments: Include when advisor will serve on specific committees
5. Performance Metrics: Include when compensation or continued engagement is tied to specific performance criteria
6. International Travel: Include when role requires significant international travel
7. Regulatory Compliance: Include for regulated industries with specific compliance requirements
1. Schedule A - Compensation Details: Detailed breakdown of all forms of compensation, payment schedules, and expense reimbursement policies
2. Schedule B - Meeting Schedule: Annual calendar of scheduled meetings and time commitment expectations
3. Schedule C - Confidential Information: Specific categories and examples of confidential information covered by the agreement
4. Schedule D - Conflicts Disclosure: Initial disclosure of any existing conflicts of interest
5. Appendix 1 - Code of Conduct: Company's code of conduct and ethical guidelines applicable to advisory board members
6. Appendix 2 - Board Policies: Relevant company policies affecting advisory board members
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