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: Clear IP provisions ensure business continuity, prevent downstream disputes, and safeguard valuable intangible assets critical for competitive advantage.
Negotiation strategy
If you're the Company:
Ensure that all IP rights necessary for the business are clearly transferred or licensed. Negotiate for warranties and indemnities to protect against third-party claims.
If you're the Advisor:
Retain ownership of pre-existing IP while ensuring fair compensation for any IP transferred. Limit warranties to what is reasonable and within control.
Essential elements
1
IP Ownership
Defines who owns the IP.
2
IP Transfer
Details the transfer process.
3
Licensing Terms
Outlines licensing conditions.
Action framework
ACCEPT
Propose edits when IP ownership or licensing terms are unclear or unfavorable.
EDIT
Reject clauses that do not adequately protect IP rights or expose to undue risk.
ADD
Add clauses to address gaps in IP ownership, transfer, or licensing.
PRO TIP
Always ensure IP clauses align with the overall business strategy and risk management policies.
Example clauses
FAVORABLE
Clear IP Ownership
"The Parties agree that all intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, created or developed by either Party prior to the execution of this Agreement shall remain the sole and exclusive property of the respective Party."
NEUTRAL
Joint Ownership Clause
"Any intellectual property developed jointly by the Parties during the term of this Agreement shall be owned jointly by the Parties, unless otherwise agreed in writing."
UNFAVORABLE
Ambiguous IP Transfer
"The transfer of intellectual property shall be conducted as per mutual agreement, without specific terms outlined."
Fallbacks
High-Risk Projects
In high-risk projects, ensure IP clauses include detailed risk mitigation strategies and clear ownership terms to prevent disputes.
Cross-Border Transactions
Consider jurisdictional differences in IP laws and ensure clauses are compliant with all relevant legal frameworks.
Technology Collaborations
In tech collaborations, focus on joint development clauses and ensure clear terms for commercialization and revenue sharing.
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WEEK 2
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WEEK 3
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WEEK 4
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