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Advisory Board Agreement

Advisory Board Agreement for Singapore

Advisory Board Agreement Template for Singapore

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What is a Advisory Board Agreement?

An Advisory Board Agreement is essential when companies seek to formally engage external experts for strategic guidance and industry insights. This document, governed by Singapore law, establishes the framework for the advisory relationship, including scope of services, compensation, confidentiality, and intellectual property rights. It differs from director agreements as advisory board members typically have no fiduciary duties or voting rights. The agreement ensures compliance with Singapore's regulatory requirements while protecting both parties' interests through clear terms and conditions.

What sections should be included in a Advisory Board Agreement?

1. Parties: Identifies the contracting parties and their details

2. Background: Context and purpose of the advisory board appointment

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Scope of appointment and duration

5. Duties and Responsibilities: Specific advisory services to be provided

6. Compensation: Advisory fees and reimbursement terms

7. Confidentiality: Protection of confidential information

8. Intellectual Property: Ownership and protection of IP rights created during advisory role

9. Independent Contractor Status: Clarification of relationship between advisor and company

10. Termination: Circumstances and process for ending the agreement

11. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

What sections are optional to include in a Advisory Board Agreement?

1. Share Options: Terms of any equity compensation, including vesting schedules and exercise conditions

2. Insurance: Coverage requirements and provisions for liability insurance

3. International Travel: Travel requirements, arrangements, and reimbursement policies

4. Non-Compete: Restrictions on competing activities during and after the advisory role

5. Board Observer Rights: Rights to attend and participate in board meetings if applicable

What schedules should be included in a Advisory Board Agreement?

1. Schedule 1: Services Description: Detailed outline of advisory services and expectations

2. Schedule 2: Compensation Terms: Detailed payment terms, including fees, equity, and reimbursement structure

3. Schedule 3: Company Policies: Relevant company policies applicable to advisors

4. Appendix A: Confidentiality Agreement: Detailed confidentiality terms and non-disclosure provisions

5. Appendix B: Share Option Terms: Detailed terms of any share options or equity compensation

Authors

Alex Denne

Head of Growth (Open Source Law) @ ΊμΠΣΦ±²₯ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






























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Industries

Companies Act (Cap. 50): Key legislation governing corporate entities in Singapore, covering director/officer provisions, corporate governance requirements, and disclosure obligations

Employment Act (Cap. 91): Relevant for distinguishing advisory board members from employees, establishing clear independent contractor relationships

Securities and Futures Act (Cap. 289): Covers insider trading provisions, disclosure requirements for advisory positions, particularly relevant for listed companies

Personal Data Protection Act 2012 (PDPA): Governs handling of personal data, confidentiality obligations, and data protection requirements

Competition Act (Cap. 50B): Addresses non-compete provisions and market competition considerations in advisory relationships

Income Tax Act (Cap. 134): Covers tax implications for advisory fees and related reporting requirements

Contract Law: Fundamental principles of contract formation, consideration requirements, and termination provisions under Singapore law

Common Law Fiduciary Duties: Establishes duties of care and loyalty, and addresses conflict of interest provisions for advisory board members

Scope of Advisory Services: Key agreement component defining the specific duties, responsibilities, and expectations of advisory board members

Term and Termination: Agreement provisions specifying duration of appointment and conditions for termination

Compensation: Terms regarding advisory fees, reimbursements, and any other forms of compensation

Confidentiality: Provisions protecting company's confidential information and trade secrets

Intellectual Property Rights: Clauses governing ownership and protection of intellectual property created during advisory relationship

Liability and Indemnification: Terms defining extent of advisor's liability and indemnification provisions

Independent Contractor Status: Clear establishment of advisory board member's status as independent contractor rather than employee

Governing Law and Dispute ReΊμΠΣΦ±²₯: Specification of Singapore law as governing law and procedures for resolving disputes

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, Β Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, Β Severance Pay, Governing Law, Entire Agreemen

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