Can an advisory agreement be signed electronically?

Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided the parties demonstrate intent, consent, attribution, and retention. Certain narrow exceptions (like wills) do not apply here.

Do advisory members need to be paid?

Not necessarily. Compensation is a negotiable term. If payment or equity is provided, specify payment method, tax reporting treatment, and securities compliance steps if equity is involved.

When should a notary or witness be used?

Most advisory agreements do not legally require notarization, but a notary can strengthen evidentiary weight. State law varies for documents affecting property or powers; consult local rules for deeds or POAs.

How do I handle conflicts of interest?

Include a conflicts disclosure clause requiring advisors to disclose current engagements and recuse themselves from matters presenting material conflicts.

What retention period should I apply?

Retain executed agreements during the active term plus at least three years; healthcare contexts require six years per HIPAA (45 CFR §164.530(j)). Adjust for state or industry rules.

How to correct errors after signing?

If a clerical error exists, prepare an amendment or corrective addendum signed by all parties. For material changes, execute a new agreement or written amendment signed by both parties.

Electronic Signature
Templates
Legal
Advisory Board Member Agreement

Advisory Board Member Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

ADVISORY BOARD MEMBER AGREEMENT

This Advisory Board Member Agreement ("Agreement") is made and entered into as of Effective Date: by and between Company Name: , a business organized under the laws of with its principal place of business at (hereafter "Company"), and Advisor Name: of Advisor Address: (hereafter "Advisor").

RECITALS

WHEREAS, Company is engaged in the business of developing and commercializing products and services in the field of ; and

WHEREAS, Advisor has experience and expertise in areas relevant to Company's business and desires to serve on Company's advisory board to provide strategic advice and other services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Advisor will provide advisory services to Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT; SCOPE OF SERVICES

1.1 Appointment. Company hereby appoints Advisor to serve as a member of Company's advisory board and Advisor accepts such appointment, subject to the terms of this Agreement.

1.2 Services. Advisor shall provide strategic advice, introductions, and other advisory services reasonably requested by Company from time to time, including participation in advisory meetings, reviewing materials, and providing guidance on business, technical, regulatory and marketing matters (collectively, "Services"). The scope, frequency and format of Services shall be mutually agreed in writing by the parties.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Section.

2.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

2.3 Termination for Cause. Company may terminate immediately for cause if Advisor materially breaches any representation, warranty or obligation hereunder, including violation of Confidentiality provisions or assignment obligations, and fails to cure such breach within ten (10) days of written notice.

3. COMPENSATION AND EXPENSES

3.1 Compensation. As full compensation for Services, Advisor shall receive the following, as applicable:

(a) Cash stipend of per (if any); and/or

(b) Equity grant: Company shall grant Advisor of the outstanding equity, subject to the terms of the applicable equity award agreement and a vesting schedule of .

3.2 Expenses. Company shall reimburse Advisor for reasonable pre-approved out-of-pocket expenses incurred in performing Services, upon submission of receipts or other documentation in accordance with Company's reimbursement policy.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by Company to Advisor in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Non-Disclosure. Advisor shall hold Confidential Information in strict confidence, shall not use Confidential Information except to perform Services for Company, and shall not disclose Confidential Information to any third party without Company's prior written consent, except as required by law.

4.3 Duration. Advisor's obligations under this Section shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

5.1 Assignment. To the extent any inventions, discoveries, improvements, designs, works of authorship, or other intellectual property (collectively, "Inventions") are conceived, reduced to practice or created by Advisor in the performance of Services or using Company's Confidential Information or materials, Advisor hereby assigns and agrees to assign all right, title and interest in such Inventions to Company.

5.2 Cooperation. Advisor shall execute and deliver such instruments and take such further actions as Company may reasonably request to effect, perfect or confirm Company's ownership of the Inventions.

6. CONFLICTS; REPRESENTATIONS

6.1 Conflicts. Advisor represents and warrants that Advisor's acceptance and performance of this Agreement does not and will not violate any agreement with any third party. Advisor will promptly notify Company of any actual or potential conflicts of interest that arise during the term.

6.2 No Exclusivity. Advisor acknowledges that Advisor may have other relationships and engagements provided such other engagements do not materially detract from Advisor's ability to perform Services or violate Advisor's obligations under this Agreement.

7. INDEPENDENT CONTRACTOR

Advisor shall perform Services as an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, joint venture, partnership, or agency relationship between Advisor and Company. Advisor shall be solely responsible for all taxes, withholdings and other statutory obligations arising from Advisor's compensation.

8. INDEMNIFICATION; INSURANCE

8.1 Indemnification by Company. Company shall indemnify and hold harmless Advisor from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of claims, demands or actions to the extent such claims arise out of Advisor's good faith performance of Services on Company's behalf, except to the extent such claims arise from Advisor's gross negligence or willful misconduct.

8.2 Insurance. Company may, at its option, maintain directors' and officers' or similar insurance that covers Advisor while providing Services under this Agreement.

9. RETURN OF MATERIALS

Upon expiration or termination of this Agreement, Advisor shall promptly return to Company all Company materials, documents and Confidential Information in Advisor's possession or control and shall delete or destroy any electronic copies, except to the extent retention is required by law, in which case Advisor shall continue to protect such materials as Confidential Information.

10. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, addressed to the party at the address set forth below or at such other address as such party may designate by notice to the other.

Company Notice Address:

Advisor Notice Address:

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

12.2 Entire Agreement. This Agreement, together with any equity award agreements or schedules referred to herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

13. MISCELLANEOUS

13.1 Remedies. Except as otherwise provided herein, the parties agree that a breach of the provisions relating to Confidential Information or assignment of Inventions would cause irreparable harm to Company for which monetary damages would be an inadequate remedy and Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

13.2 Assignment. Advisor may not assign or delegate any rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, sale of substantially all assets or change of control.

Additional Provisions (Optional):

Company:

By:

Date:

Advisor:

By:

Date:

What an Advisory Board Member Agreement Is

An Advisory Board Member Agreement is a written contract that sets out the relationship between an organization and an advisory board member. It defines the member's role, expected duties, term length, confidentiality obligations, compensation or expense reimbursement, intellectual property treatment, and termination mechanics. The agreement clarifies expectations to reduce disputes and protect confidential information while preserving the advisory nature of the role (non‑fiduciary unless otherwise stated). Organizations commonly use this document to formalize informal advisory relationships and to document compliance, compensation, and nondisclosure provisions in a single record.

Why a Written Agreement Matters

A clear Advisory Board Member Agreement reduces ambiguity about duties, time commitment, compensation, confidentiality, and IP treatment, protecting both parties and supporting enforceability under ESIGN and UETA when signed electronically.

Core Sections to Include in the Agreement

A complete agreement arranges provisions into focused sections so each topic—duties, term, compensation, confidentiality, conflicts, and termination—is easy to find and enforce.

Duties

Describe the advisory responsibilities, meeting cadence, expected deliverables, and any limits on authority so the role remains advisory and not managerial.

Term and Renewal

Specify the effective date, initial term length, renewal conditions, and any notice periods required for nonrenewal or early termination.

Compensation

Outline cash compensation, equity grants, expense reimbursement, vesting schedules, tax reporting responsibilities, and whether compensation is subject to board approval.

Confidentiality

Define confidential information, permitted disclosures, duration of confidentiality obligations, carve‑outs, and remedies for breach.

Intellectual Property

State whether advisory contributions create assignable IP, any invention assignment, and whether deliverables are work‑for‑hire or licensed to the company.

Termination

List termination events, notice requirements, post‑termination obligations (e.g., return of materials), and surviving provisions such as confidentiality or noncompetition clauses, if any.

Step‑by‑Step: Completing the Agreement

Follow this sequence to prepare, review, and finalize the Advisory Board Member Agreement efficiently.

01

Draft: Populate standard sections and customize role, term, and compensation.
02

Internal Review: Legal and HR review for compliance, IP, and tax implications.
03

Send to Advisor: Deliver for review and signature with supporting exhibits attached.
04

Execute: Collect signatures, confirm dates, and archive executed copy.

Configuring an Online Workflow for This Agreement

When automating execution, configure roles, authentication, and conditional fields to mirror the legal process and preserve an audit trail.

Template	Create a reusable template with standard clauses and optional exhibits for efficiency.
Signer Roles	Define roles: Advisor, Company Representative, Witness or Notary if required.
Authentication	Select email, SMS code, or stronger methods for signer identity verification.
Conditional Fields	Use conditional fields to show compensation or equity sections only when applicable.
Audit Trail	Enable full audit trail capturing IP address, timestamps, and actions for enforceability.

Technical Considerations for eSigning and Submission

Choose a platform that supports secure eSignatures, configurable authentication, and reliable audit trails before distributing the agreement.

File Formats: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Security: AES‑256 at rest; TLS in transit

Where to Send or File the Executed Agreement

Decide destinations for executed copies: company records, advisor copy, payroll/tax team, and secure document storage.

Company Records: Store signed original in central contract repository.
Advisor Copy: Send a fully executed PDF to the advisor.
Payroll / Accounting: Forward compensation or equity terms for tax reporting.
Legal Archive: Archive per retention schedule in secured storage.

Key Dates and Deadlines to Track

Monitor effective date, renewal notice deadlines, tax reporting dates, and any filing obligations tied to compensation or equity grants.

Effective Date:

Date duties and term start; use MM/DD/YYYY format.

Renewal Notice:

Specify notice period (commonly 30–90 days before term end).

Equity Grant Deadlines:

Comply with applicable grant acceptance or exercise timelines.

Tax Reporting:

Prepare documentation for calendar year reporting (e.g., 1099 or W‑2 triggers).

Document Retention:

Retain executed agreement per company retention schedule and legal requirements.

Typical Execution Milestones

Track milestones from drafting through onboarding to ensure the agreement is effective and obligations are actionable.

01

Draft Completion

Finalize base language and exhibit attachments.

02

Internal Approval

Legal and executive sign‑off prior to external circulation.

03

Signing

Collect advisor and company signatures, and notarization if required.

04

Onboarding

Schedule first advisory meeting and distribute materials.

Who Typically Uses This Agreement

Organizations across startups, nonprofits, and established companies use Advisory Board Member Agreements to define outside advisor relationships.

Early‑stage startups use them to document equity or advisor option grants and meeting expectations.
Established companies use them to formalize independent expert roles and preserve corporate governance clarity.
Nonprofits use them to set volunteer expectations, confidentiality obligations, and expense reimbursement rules.

Tailor language to the organization type and consult counsel for special circumstances such as health‑care compliance or public company disclosure obligations.

Essential Information to Collect

Member Name: Full legal name

Contact Information: Mailing address and email

Tax ID: SSN or EIN for reporting

Role Summary: Advisory title and scope

Term Dates: Effective and end dates

Compensation Info: Cash, equity, or expense terms

Common Risks and Consequences of Errors

Incorrect Name: Tax reporting issues

Missing Dates: Unclear term start

Undefined Compensation: Payment disputes

Overbroad IP Terms: Unexpected assignment risk

No Confidentiality: Data exposure

Improper Signing: Enforceability challenge

eSignature Vendor Pricing Overview

Compare common vendor starting prices and core capabilities relevant to executing Advisory Board Member Agreements; signNow is listed first per comparative format.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Best Practices for Clear, Enforceable Agreements

Adopt these drafting and execution practices to improve enforceability and reduce downstream disputes.

Use precise and narrow role descriptions

Describe specific advisory tasks, meeting frequency, and deliverables so the member’s role cannot be recharacterized as employment or fiduciary management. Clarity reduces the risk of unintended agency or compensation disputes and helps with tax classification and corporate governance reviews.

Define compensation and tax treatment

Spell out payment amounts, timing, and whether a grant constitutes equity requiring securities compliance. Include tax reporting responsibilities to avoid backup withholding triggers and to simplify year‑end reporting for both parties.

Preserve confidentiality and IP separately

Use explicit confidentiality definitions and a separate IP assignment or license clause where necessary. Avoid blanket assignments that might improperly transfer preexisting advisor IP or academic work.

Record execution details

Capture signer identity, method of signature, timestamp, and audit trail. For electronic signing, ensure the platform meets ESIGN/UETA standards and that consumer disclosure requirements are handled where applicable.

Practical Use Cases

Real‑world examples illustrate how organizations structure advisory relationships to meet business needs and compliance constraints.

Startup Advisor Onboarding

A seed‑stage company formalizes advisor duties and a four‑month vesting schedule for equity

Short term, limited meetings
The agreement documents IP assignments, a 12‑month confidentiality term, and practical expense reimbursement to avoid later disputes.

Corporate Advisory Engagement

A mid‑market company engages a subject matter expert to advise the product team

Quarterly meetings, defined deliverables
The contract clarifies no board voting rights, assigns advisory IP where created for company use, and requires annual conflict disclosures.

Frequently Asked Questions

Answers to common questions about preparing, signing, and storing Advisory Board Member Agreements.

Need help? Contact support

Can an advisory agreement be signed electronically?
Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided the parties demonstrate intent, consent, attribution, and retention. Certain narrow exceptions (like wills) do not apply here.
Do advisory members need to be paid?
Not necessarily. Compensation is a negotiable term. If payment or equity is provided, specify payment method, tax reporting treatment, and securities compliance steps if equity is involved.
When should a notary or witness be used?
Most advisory agreements do not legally require notarization, but a notary can strengthen evidentiary weight. State law varies for documents affecting property or powers; consult local rules for deeds or POAs.
How do I handle conflicts of interest?
Include a conflicts disclosure clause requiring advisors to disclose current engagements and recuse themselves from matters presenting material conflicts.
What retention period should I apply?
Retain executed agreements during the active term plus at least three years; healthcare contexts require six years per HIPAA (45 CFR §164.530(j)). Adjust for state or industry rules.
How to correct errors after signing?
If a clerical error exists, prepare an amendment or corrective addendum signed by all parties. For material changes, execute a new agreement or written amendment signed by both parties.

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