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-defined payment provisions reduce cash flow uncertainty, mitigate default risk, and prevent disagreements over financial obligations.
Negotiation strategy
If you're the Company:
Negotiate for flexible payment terms that align with cash flow cycles. Ensure penalties for late payments are reasonable and enforceable.
If you're the Advisor:
Secure upfront payments or deposits to minimize risk. Advocate for clear dispute resolution mechanisms to handle payment disagreements.
Essential elements
1
Payment Schedule
Specific dates and amounts.
2
Adjustment Mechanisms
Resolve discrepancies fairly.
3
Dispute Resolution
Mediation and arbitration processes.
Action framework
ACCEPT
Propose edits when payment terms are unclear or unrealistic.
EDIT
Reject if terms impose undue risk or are non-compliant with financial policies.
ADD
Add clauses for late payment penalties and confidentiality if missing.
PRO TIP
Always verify the currency and exchange rate provisions to avoid unexpected financial exposure.
Example clauses
FAVORABLE
Preferred Payment Schedule
"The Parties agree that payments shall be made in accordance with the following schedule: [insert specific payment dates and amounts]. Payments shall be due and payable within [insert number] days from the date of invoice receipt. All payments shall be made in [insert currency] and shall be delivered via [insert payment method, e.g., wire transfer, check]."
NEUTRAL
Adjustment Mechanisms
"In the event of any discrepancies or adjustments required in the payment amounts, the Parties shall engage in good faith negotiations to resolve such discrepancies. Any agreed adjustments shall be documented in writing and shall be reflected in subsequent payments."
UNFAVORABLE
Late Payment Penalties
"In the event of late payment, the owing Party shall incur a penalty of [insert percentage]% per annum on the outstanding amount, calculated daily from the due date until the date of payment. This penalty shall be in addition to any other rights or remedies available to the non-defaulting Party."
Fallbacks
High-Risk Projects
For high-risk projects, consider requiring advance payments or larger deposits to mitigate potential losses from non-payment.
International Transactions
In international transactions, ensure currency and exchange rate clauses are clear to prevent disputes over payment amounts.
Seasonal Business
For seasonal businesses, align payment schedules with peak revenue periods to ensure liquidity and avoid cash flow issues.
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