An Advisory Board & Board Observer Agreement sets participation terms for advisors or observers in company governance. This playbook reviews confidentiality, fiduciary boundaries, and compensation considerations.
Why This Matters: Well-drafted conditions prevent closing delays, ensure all critical risks are addressed, and provide remedies if parties fail to meet their closing obligations.
Negotiation strategy
If you're the Company:
Ensure all necessary approvals and consents are clearly listed and achievable within the timeline. Negotiate for flexibility in timelines to accommodate potential delays.
If you're the Advisor:
Focus on obtaining all required deliverables and approvals promptly. Ensure that the conditions precedent align with your ability to meet them within the specified timeframe.
Essential elements
1
Required Approvals
Necessary consents before closing.
2
Deliverables
Documents needed for transaction closure.
3
Timelines
Deadlines for satisfying conditions.
Action framework
ACCEPT
Propose edits if conditions are unclear or timelines are unrealistic.
EDIT
Reject if conditions are impossible to meet or overly burdensome.
ADD
Add new language if additional approvals or deliverables are identified.
PRO TIP
Always verify that all conditions precedent are realistic and enforceable to avoid unnecessary delays.
Example clauses
FAVORABLE
Clear Approval Requirements
"Prior to the Closing Date, the Parties shall obtain all necessary approvals and consents from any governmental authorities, third parties, or other entities whose approval or consent is required for the consummation of the transaction. Such approvals and consents shall be in form and substance satisfactory to the Parties."
NEUTRAL
Standard Deliverables Clause
"The Parties shall deliver to each other all documents, certificates, and other deliverables required under this Agreement, including but not limited to, executed copies of all transaction documents, evidence of required approvals and consents, and any other documentation necessary to effectuate the closing of the transaction."
UNFAVORABLE
Unclear Timelines
"All conditions precedent must be satisfied or waived by the Parties no later than [insert specific date], unless otherwise agreed in writing by the Parties. The Parties shall use commercially reasonable efforts to satisfy the conditions precedent within the specified timeline."
Fallbacks
High-Risk Projects
In high-risk projects, conditions precedent should include additional risk mitigation measures and more stringent approval processes to ensure all potential issues are addressed before closing.
Cross-Border Transactions
For cross-border transactions, ensure conditions precedent account for international regulatory approvals and compliance with foreign laws.
Regulatory Compliance
Transactions involving heavily regulated industries should include specific conditions precedent related to obtaining necessary regulatory approvals and compliance certifications.
FEATURED SOLUTIONS
Contract Email Agent
Self-service Al for instant contract review and markups.
Never leave your inbox. Effortless contract markups and summaries—delivered straight to your inbox. No signups, no apps, no plugins, no playbooks, no delays.
Import PDF. Redline on DocJuris. Export to Word. Save a day of work.
Import locked PDFs or Word docs and get work done with our world-class contract editing platform. Track your changes and comments and export seamlessly to MS Word without the headaches of clunky add-ins.
Markup clauses in seconds. See the reasoning, stay in control.
Negotiate with confidence using DocJuris’s AI-powered suggestions. Pick a suggested action to balance or lean specific terms in favor of a party. Or, quickly make a clause mutual or simpler with a single click without the back-and-forth.
Uncover opportunities and risks in your signed contracts.
Turn your contracts into structured insights. With Repository AI, DocJuris analyzes every imported agreement—so you always know what’s expiring, auto-renewing, or exposing risk. Total visibility, zero guesswork.
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
See how DocJuris can automate your legal, procurement, and sales operations.
DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.