ADVISORY BOARD AGREEMENT

THIS ADVISORY BOARD AGREEMENT is made this _____ day of ________________, XXX (hereinafter referred to as the “Effective Date”), by and between:

 

FEM STEM Bahamas of [Insert Address]

(hereinafter referred to as the “Company”)

  • AND –

[Insert Name of Advisor] of [Insert Address of Advisor]

(hereinafter referred to as the “Advisor”)

BACKGROUND:

  1. The Company intends to hire the Advisor to provide recommendations on the Company’s activities as well as key materials and information to the Company’s board of directors.
  2. The Advisor is competent to provide recommendations on the Company’s activities as well as key materials and information to the Company’s board of directors.

IN LIGHT OF THE ABOVE AND CONSIDERATION PROVIDED FOR IN THIS AGREEMENT, the Parties agree as follows:

Services Provided by the Advisor

  1. The Advisor shall be part of an advisory committee whose duties include:
  • Program creation and planning;
  • Development of program policy;
  • Planning and implementing public relations; and
  • Funding leadership.
  1. The Advisor shall fully cooperate with the advisory committee to perform the above duties.
  2. The Advisor shall also be required to:
  • Demonstrate experience as a professional advisor, advisory board member, or as a non-executive director;
  • Have significant experience in the most senior of business roles;
  • Thrive on sharing knowledge;
  • Value personal positioning and the caliber of the professional network;
  • Seek structured frameworks and professional tools to use when chairing advisory boards; and
  • Welcome opportunities to collaborate with peers regionally and internationally.

Term

  1. The term of this Agreement shall be ___ years from the Effective Date.

Consideration

  1. In consideration for entering into this Agreement, the Company may provide gifts to the Advisor in the event that they are available.

Proprietary Rights

  1. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which the Advisor may conceive or make either alone or in conjunction with others, prior to the term of this Agreement or during the term of this Agreement that were not developed in connection with the Services performed hereunder, shall remain the exclusive property throughout the term of this Agreement.
  2. All work arising from the Services performed hereunder and all materials and products developed or prepared for the Company by the Advisor in connection with the Services performed hereunder are the exclusive property of the Company, and all right, title and interest therein shall vest in the Company.
  3. All documentation and other copyrightable materials developed or prepared by the Advisor in connection with the Services performed hereunder shall be deemed to be “works made for hire” in the course of the Services rendered hereunder.
  4. To the extent that title to any works arising from the performance of the Services hereunder may not, by operation of law, vest in Company, or such works may not be considered “works made for hire,” all right, title and interest therein, including, without limitation, all copyrights, are hereby irrevocably assigned to the Company.
  5. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which the Advisor may conceive or make either alone or in conjunction with others, during the term of this Agreement, which in any way pertain to or are connected with the Services, shall be the sole and exclusive property throughout the world of the Company; and the Advisor, whenever requested to do so by the Company or any subsidiary and/or affiliate thereof, at the Company’s expense, and without further compensation or consideration, shall promptly execute any and all applications, assignments and other instruments and perform such acts which the Company shall deem necessary or advisable in order to apply for and obtain copyrights, letters, patent and other applicable statutory protection throughout the world for said inventions, ideas and discoveries, and in order to assign and convey to the Company the sole and exclusive right, title and interest throughout the world in and to said inventions, discoveries, processes, ideas, methods, designs and know-how, or any applications, copyrights or patents thereof.

 

Disclosure of Interest

  1. Upon learning that the Company is considering entering into a contract or transaction with an enterprise in which the Advisor has a direct or indirect interest, whether individually or as a director, officer, employee, agent or equity owner thereof, the Advisor shall immediately notify the Company of the material facts of her interest in such enterprise.
  2. Such notice shall be in writing and given to the Company unless the Advisor first learns of such contract or transaction at a meeting of the Board of Directors, in which case such notice shall be given orally at such meeting to all members present.

 

Capacity

  1. The Advisor is an independent contractor. The Advisor shall not be deemed for any purpose to be an employee or agent of the Company, and neither party shall have the power or authority to bind the other party to any contract or obligation. The Company shall not be responsible to the Advisor or any governing body for any payroll-related taxes or insurance related to the performance of the terms of this Agreement.

 

Confidentiality

  1. All inventions, ideas and discoveries which shall become the Company’s property pursuant to Paragraphs 6-10 hereof shall be held secret and confidential by the Advisor.
  2. Further, during and after the performance by the Advisor of the Services and the term of this Agreement, the Advisor will not use or disclose or allow anyone else to use or disclose to any third party any “Confidential Information” (as defined below) relating to the Company, its research and development, and the Services to be provided hereunder except as may be necessary in the performance of the Services or as may be authorized in writing in advance by an appropriate officer of the Company.
  3. The Advisor acknowledges that the foregoing limitation expressly prohibits any use or disclosure of any Confidential Information by the Advisor pursuant to lectures or scientific or technical papers or publications.
  4. “Confidential Information” includes any trade secrets, confidential information, knowledge, data or other information of the Company relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matter pertaining to any business of Company or any clients, customers, Advisors, licensees or affiliates.  “Confidential Information” shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Advisor.  All written information, drawings, documents and other materials prepared by Advisor in the performance of the Services hereunder shall be Company’s sole and exclusive property, and will be delivered to Company upon expiration or termination of this Agreement, together with all Confidential Information, if any, that may have been furnished to Advisor hereunder.

 

Non-Compete

  1. Ancillary to the otherwise enforceable agreements set forth in this Agreement, the Advisor agrees that during the term of this Agreement and for a period of ____ years following termination of this Agreement, for any reason, the Advisor shall not compete with the business of the Company. For purposes of this Agreement, “compete with the business of the Company” means to enter into or attempt to enter into (on the Advisor’s own behalf or on behalf of any other person or entity) a business relationship with any company or entity that competes with the Company.
  2. Due to the irreparable and continuing nature of the injury which would result from a breach of this Agreement, as described above, the Advisor agrees that the Company may, in addition to any remedy which the Company may have at law or in equity, apply to any court of competent jurisdiction for the entry of an immediate order to restrain or enjoin the breach of this covenant and to otherwise specifically enforce the provisions of this Agreement.

 

Entire Agreement

  1. The Parties acknowledge that this Agreement is the compete and exclusive statement of the mutual understanding of the parties.

Severability

  1. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation that would render it valid and enforceable.

 

Governing Law

  1. The laws of _____________________ shall govern this Agreement, the rights and obligations of the Parties in this Agreement, the entire relationship between the Parties, and all matters arising out of or relating to this Agreement.

IN WITNESS THEREOF, the Parties hereby execute this Agreement as follows:

___________________________________          ___________________________________

[Insert Name of Signatory]                                     [Insert Name of Advisor]

[Insert Title of Signatory]                                      Advisor

ZZZZ

 

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