Venture Capital Boardroom Template

VENTURE CAPITAL BOARDROOM AGREEMENT

This Venture Capital Boardroom Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, the Company is engaged in the business described above and desires to obtain strategic, governance and board-level advisory services from Investor, including contributions by Investor or Investor's designee to the Company's board of directors; and

WHEREAS, Investor has expertise and experience in advising growth-stage companies and is willing to provide such boardroom and advisory services on the terms and conditions set forth in this Agreement.

SCOPE OF SERVICES

The Investor shall provide boardroom services which may include attending board meetings, strategic planning, fundraising introductions, governance advice, review of key commercial and hiring decisions, and such other services as agreed in writing. The Investor's obligations may be performed by Investor or a designated representative.

Investor entitled to designate a director or observer: Yes    If yes, Designee Name:

PAYMENT TERMS

As consideration for the services, the Company shall pay the Investor the compensation set forth below. Unless otherwise specified, amounts are payable in United States Dollars.

Overdue payments shall accrue interest at the rate set forth above, compounded monthly, from the due date until paid. The Company shall reimburse reasonable, documented out-of-pocket expenses pre-approved in writing by the Company.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon prior written notice delivered at least days prior to the intended termination date.

Either party may terminate for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve the Company of the obligation to pay fees accrued prior to termination or to reimburse expenses properly incurred.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in oral, written or electronic form relating to business, technology, finances, operations, plans, or third-party relationships. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, agents or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

BOARD LOGISTICS

Regular board meetings shall occur with frequency: . Notice for regular meetings shall be provided as required by the Company's bylaws. Quorum requirement (if different from bylaws): .

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that performance hereunder will not violate any other agreement to which it is a party, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate action.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved in the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that Investor may be subject to fiduciary duties; nothing in this Agreement shall be construed to relieve any director of such duties under applicable law.

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