Establishing secure connection…Loading editor…Preparing document…

Advisory Board Service Agreement

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

Advisory Board Service Agreement

This Advisory Board Service Agreement (the "Agreement") is entered into as of by and between Company Name: with principal address (the "Company"), and Advisor Name: with address (the "Advisor").

Recitals

WHEREAS, the Company desires to engage the Advisor to provide strategic advice and non-executive guidance to the Company’s management and board on matters identified in this Agreement; and

WHEREAS, the Advisor has experience and expertise in the Advisor's fields of specialty and is willing to serve on the Company's advisory board subject to the terms and conditions set forth herein.

WHEREAS, the parties wish to set forth the terms of the Advisor's engagement, compensation, confidentiality obligations and other rights and responsibilities.

Scope of Services

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Notwithstanding the foregoing, this Agreement may be terminated immediately by either party for material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach.

Compensation and Expenses

Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law.

The Company will reimburse the Advisor for reasonable pre-approved out-of-pocket expenses incurred in connection with performance of services, subject to submission of receipts and the Company's expense policies.

Meetings; Time Commitment

The Advisor agrees to make reasonable efforts to attend scheduled advisory board meetings and to be available, at mutually agreed times, for consultations with the Company's officers.

Confidentiality

The Advisor acknowledges that during the term of this Agreement the Advisor will receive confidential, proprietary or trade secret information concerning the Company's business, operations, products, strategies, customers and technology ("Confidential Information"). The Advisor shall (i) hold all Confidential Information in confidence and not use such information except as necessary to perform services hereunder, (ii) not disclose Confidential Information to any third party without the Company's prior written consent, and (iii) exercise at least the same degree of care to protect Confidential Information as the Advisor uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes generally available to the public other than by a breach of this Agreement, that is rightfully received from a third party without restriction, or that is independently developed by the Advisor without use of or reference to the Company's Confidential Information.

Upon termination of this Agreement, the Advisor shall promptly return or destroy all materials containing Confidential Information and certify such return or destruction if requested by the Company.

Intellectual Property

Except for any pre-existing materials or background intellectual property owned solely by the Advisor prior to the Effective Date, the Advisor agrees that all inventions, discoveries, works of authorship, designs, know-how and other materials conceived, developed or reduced to practice by the Advisor in the course of performing the services and directly related to the Company's business ("Advisor Deliverables") shall be the exclusive property of the Company. The Advisor hereby assigns and agrees to assign to the Company all right, title and interest in and to such Advisor Deliverables, and will execute such further documents and take such further actions as reasonably requested to effectuate such assignment.

Conflicts; Outside Activities

The Advisor represents that the Advisor's performance under this Agreement will not conflict with any obligations to third parties. The Advisor will promptly disclose any actual or potential conflict of interest to the Company. The Advisor may engage in other business activities provided such activities do not materially interfere with the Advisor's obligations under this Agreement.

Independent Contractor; No Authority

The Advisor is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship. The Advisor has no authority to bind the Company or incur obligations on the Company's behalf without the Company's prior written consent.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

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 law principles.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Notices

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that comes closest to the parties' original intent. Headings are for convenience only and shall not affect interpretation.

Company Printed Name:

By:

Date:

Advisor Printed Name:

By:

Date:

Enter text✕

What an Advisory Board Service Agreement Is

An Advisory Board Service Agreement is a written contract that defines the relationship between an organization and an individual serving on an advisory board. It sets out the advisor's role, term, duties, compensation or expense reimbursement, confidentiality and intellectual property treatment, conflict-of-interest expectations, and termination rights. The agreement clarifies deliverables and meeting cadence and reduces ambiguity about decision-making authority. Organizations use it to protect proprietary information, align expectations, and document any compensation that could create tax or regulatory obligations for either party.

Why a Clear Agreement Matters

A concise Advisory Board Service Agreement reduces disputes, protects confidential information, and documents compensation and responsibilities so both parties understand expectations and liability limits.

Why a Clear Agreement Matters

Who Typically Uses This Agreement

Organizations and individuals use advisory agreements to formalize non-fiduciary advisory relationships, mitigate risk, and document compensation and confidentiality terms.

  • Startups and growth-stage companies seeking external expertise without granting equity or board votes
  • Professional service firms and nonprofits that engage outside advisors for strategy or technical review
  • Independent subject-matter experts who advise multiple organizations and require standardized engagement terms

Use this template when an advisory relationship requires written terms for clarity, tax reporting, or confidentiality protections.

Primary Elements to Include

A professional Advisory Board Service Agreement should cover scope, term, compensation, confidentiality, intellectual property, and termination to make the relationship enforceable and predictable.

Scope of Services

Define specific advisory tasks, expected time commitment, meeting frequency, deliverables, and reporting lines so duties are measurable and disputes are reduced.

Term and Renewal

Specify the agreement start date, term length, renewal process or automatic renewal clauses, and any early-termination windows to avoid inadvertent extensions.

Compensation

Describe cash fees, equity awards, expense reimbursements, or stipend arrangements and any conditions for payment, vesting, or tax reporting.

Confidentiality

Include a confidentiality clause with definitions of confidential information, permitted disclosures, and duration that protect trade secrets and sensitive data.

IP and Ownership

State whether advisory input creates assignable inventions or whether ownership remains with the company; include assignment or license language when needed.

Termination

Set out termination for convenience, for cause, notice periods, post-termination obligations, and return or destruction of confidential materials.

Typical Authorized Signers

Founder / CEO

The Founder or CEO typically signs on behalf of a startup. They confirm the company will honor payment and confidentiality obligations and should be aware of equity or tax implications before committing to compensation terms.

Advisor / Individual

The advisor signs to accept duties, confidentiality, and any IP or assignment clauses. If signing through a personal services company, include the entity name and a signature block for the authorized representative.

Key Data Points to Capture in the Agreement

Advisor Name: Full legal name
Entity Name: Company or individual
Effective Date: MM/DD/YYYY
Term Length: Months or years
Compensation Terms: Fee or equity
Contact Details: Address and email

Step-by-Step: Filling Out and Executing the Agreement

Follow these steps to complete the agreement, verify authority, and record execution for compliance and retention.

  • 01
    Prepare draft: Populate company and advisor details and scope of services.
  • 02
    Review terms: Have legal or HR review compensation and IP clauses.
  • 03
    Obtain signatures: Collect authorized signatures and dates from both parties.
  • 04
    Store records: Save signed copies in secure records management for retention compliance.

Configure a Digital Signing Workflow

Set up an eSignature flow that enforces signer order, records audit trails, and preserves copies for compliance.

Field Configuration
Signer Order Company first, advisor second
Authentication Email plus optional SMS code
Required Fields Signatures, dates, initials on each page
Retention Copy Automatically archive signed PDF

Digital Signing and Technical Considerations

Choose an eSignature provider that supports audit trails, identity controls, and secure storage for signed agreements.

  • File formats: PDF, DOCX, and HTML supported
  • Integrations: Connects with CRMs and cloud storage
  • Authentication: Email, SMS, or advanced KBA

Typical Online Execution Flow

A standard online signing flow reduces friction and preserves an evidentiary audit trail for the executed agreement.

  • Upload Document: Upload the completed agreement to the signing platform.
  • Place Fields: Add signature, date, and initial fields where required.
  • Invite Signers: Send signing invitations in the established order.
  • Complete Signing: Platform captures signature events and issues a signed PDF.

Typical Timing and Notice Requirements

Advisory relationships often require scheduled notices and deadlines for meetings, expense submissions, and termination.

Effective Date:

Date the agreement begins; obligations start immediately on this date.

Notice for Termination:

Commonly 30 days written notice for convenience terminations.

Expense Claims Deadline:

Submit receipts within 60–90 days per company policy.

Meeting Frequency:

Quarterly meetings are typical; list exact schedule if fixed.

Renewal Notice:

Provide 30–60 days notice before automatic renewal if applicable.

Common Mistakes to Avoid

  • Using vague scope language that leaves duties and time expectations undefined, which creates disagreement about advisor deliverables.
  • Failing to document compensation details precisely, including payment timing, tax reporting responsibilities, and vesting terms for equity grants.
  • Omitting confidentiality or IP clauses when advisors will access trade secrets, which can jeopardize later enforcement of rights.
  • Allowing unsigned or partially signed copies to circulate; unsigned documents lack enforceability and complicate proof of agreement terms.

Risks and Consequences of Poor Documentation

Tax Exposure: Backup withholding or incorrect 1099 reporting
IP Disputes: Ownership ambiguity for advisor-created work
Confidentiality Breaches: Unauthorized disclosures and potential liability
Enforceability Issues: Unclear signatures or authority challenges
Reputational Harm: Public disputes with former advisors
Contract Term Conflicts: Competing agreements that limit advisor availability

eSignature Vendor Pricing and Feature Snapshot

Common vendor plans and feature availability for executing Advisory Board Service Agreements; signNow is listed first for comparison consistency.

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 No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Examples of Use

These scenarios show how organizations commonly apply Advisory Board Service Agreements in real engagements.

Early-Stage Startup

A founder engages an industry advisor for quarterly strategy sessions and customer introductions.

  • Agreement defines a six-month term with equity stipend vesting monthly.
  • Clear confidentiality and IP language protected product roadmaps while keeping advisor engagement informal and flexible.

Healthcare Network

A hospital system retains a clinician advisor to review clinical protocols and compliance.

  • The contract includes a HIPAA addendum and BAA when the advisor accesses PHI.
  • Detailed confidentiality and record-retention obligations ensured regulatory compliance and preserved patient privacy.

Frequently Asked Questions

Answers to common execution, enforceability, and compliance questions about Advisory Board Service Agreements.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users