The Customer Advisory Board Agreement is a crucial document used when companies seek to formally establish and maintain a group of external experts who can provide strategic guidance and market insights. This agreement, governed by Indian law, establishes the legal framework for engaging advisory board members, detailing their roles, responsibilities, compensation, and obligations. It includes essential provisions for confidentiality, intellectual property protection, and compliance with Indian regulatory requirements, particularly the Indian Contract Act, 1872, and relevant corporate governance standards. The document is typically used when companies want to benefit from external expertise while maintaining clear professional boundaries and legal protections. It's particularly important for organizations looking to enhance their market understanding, product development, or strategic decision-making through structured external input.
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1. Parties: Identifies the company and the advisory board member, including full legal names and addresses
2. Background: Explains the company's desire to establish an advisory board and the member's expertise/qualifications
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Specifies the appointment to the advisory board and duration of service
5. Role and Responsibilities: Details the advisory board member's duties, meeting attendance, and expected contributions
6. Meeting Structure and Time Commitment: Outlines meeting frequency, format, and time expectations
7. Compensation: Details any fees, honorarium, or other compensation for service
8. Confidentiality: Defines confidential information and obligations to maintain confidentiality
9. Intellectual Property: Addresses ownership of ideas, innovations, and materials developed during service
10. Non-Competition and Non-Solicitation: Specifies any restrictions on competitive activities
11. Termination: Details circumstances and processes for ending the agreement
12. Representations and Warranties: States the parties' assertions about their capacity and authority
13. General Provisions: Includes standard legal clauses like notices, amendments, and governing law
1. Expense Reimbursement: Include when the company will reimburse travel or other expenses
2. Stock Options or Equity Compensation: Include when offering equity-based compensation
3. International Travel and Compliance: Include for international advisory board members
4. Industry-Specific Compliance: Include for regulated industries (healthcare, financial services, etc.)
5. Conflict Resolution: Include detailed dispute resolution procedures if desired
6. Insurance and Indemnification: Include when providing liability protection for advisory activities
7. Data Protection: Include detailed data protection terms when handling sensitive data
1. Schedule A - Meeting Schedule and Format: Details annual meeting calendar and participation methods
2. Schedule B - Compensation Terms: Detailed breakdown of compensation structure and payment terms
3. Schedule C - Confidential Information: Specific types of confidential information covered
4. Schedule D - Expense Reimbursement Policy: Detailed policy on reimbursable expenses and procedures
5. Appendix 1 - Code of Conduct: Guidelines for advisory board member behavior and ethics
6. Appendix 2 - Conflict of Interest Disclosure Form: Form for declaring potential conflicts of interest
7. Appendix 3 - Advisory Board Charter: Detailed description of the advisory board's purpose and operation
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