სალამი მეგობრებო,

მოკლედ მაქვს შემოთავაზება რომ მოხალისედ ვიმუშაო როგორც ბორდის მრჩეველი.

გამომიგზავნეს კონტრაქტი და რაღაც პუნქტები არ მომწონს. იქნებ გადახედოთ და მირჩიოთ ღირს თუ არა ამ კონტრაქტის ხელის მოწერა.


Section 1. Duties. The Advisory Board Member agrees to serve the Company as an
advisor and to make himself/herself available from time to time in person or by telephonic or
electronic communication to assist the Company and its advisors in the conduct of the
Company’s business. In addition, if so requested by the Company, Advisory Member will serve
for not less than one year as a member of any Advisory Board established by the Company.
Unless the parties shall otherwise agree, however, the Advisory Member shall not be obligated
to devote in excess of 10 hours during any calendar year to the Company’s affairs. Without
limiting the generality of the foregoing:
1.1. Advisory Board. Advisory B o a r d Member agrees to serve on t h e
Advisory Board established by the Company.
1.2. Advisory Activities. Advisory B o a r d Member agrees to counsel
the Company’s management on issues proposed for decisions that touch
upon the member’s areas of expertise. Advisory Board Member also agrees
to provide strategic consulting services as requested by the Company's
leadership team to advise the Company's executive team on strategic matters
including the matters in the following list, and such other matters as the
President may reasonably request, verbally or in writing:
1.2.1. Facilitating introductions between the Company and potential
customers and investors;
1.2.2. Providing Advisory Board Member’s opinion to assist the Company
in identifying and recruiting potential sales, technical, marketing,


Apprising the Company of technological, competitive, and other
changes and developments that Advisory Board Member may from
time to time become aware of and that do not conflict with any other
existing role or obligations Advisory Member may have; and
1.2.4. Contributing to other advisory roles as deemed appropriate.
1.3. Advisory Board Participation. Advisory Board Member agrees to attend all
meetings of the Advisory Board. Meeting participation shall include attendance
and participation by teleconference and it is expected that the Company will have
four quarterly meetings each year.
1.4. Company Representative. Company may create and distribute press releases
and/or other marketing materials which include a description of the Advisory
Member’s relationship with the Company, including the Advisory Member’s
name and capacity on the Company’s website. It is assumed that the Advisory
Member understands and by accepting this Agreement gives consent to include
Advisory Member’s name and capacity on the Company’s marketing
collaterals and press releases, etc.
1.5. Intellectual Property Notices. The Advisory Board Member shall not, and shall
not enable or allow any third party to, reverse-engineer, decompile, or
disassemble any software disclosed by the Company and shall not remove,
overprint, or deface any notice of copyright, trademark, logo, legend, or other
notices of ownership from any originals or copies of information it obtains from
the Company.
Section 2. Compensation. This is a voluntary role and there is no compensation
for this role. The Company reserves the right to change this policy in the future.
Section 3. Expenses. The Company shall reimburse Advisory Board Member, on a
monthly basis, for all usual, reasonable, and necessary expenses paid or incurred by Advisory
Board Member in connection with, or related to, the performance of Advisory Member’s
services under this Agreement, subject to pre-approval of the expenses by the Company and
satisfactory receipt by the Company of appropriate documentary proof of all expenditures for
which reimbursement is sought and the approval thereof by the Company. Documentation of
the expense incurred with invoice or receipt must be submitted in writing to the Company
within 14 days to receive reimbursement
Section 4. Term and Termination; Resignation. This Agreement shall expire
upon written notice by the Company to the Advisory Member at the address for notice set out in
Section 8 below. The Advisory Board Member may resign on thirty (30) days’ written notice
for any reason or no reason. This Agreement and any unvested or unearned rights to
Compensation shall immediately terminate if Advisory Board Member fails to serve, resigns,
or is removed as a member of the Advisory Board of the Company, or as an advisor of the
Company.
Section 5. Status of Advisory Board Member. The parties hereto recognize that
the status of Advisory Board Member is that of an independent contractor engaged solely to
consult with the Board of Members of the Company, without duties with respect to the
management of its business or authority to bind the Company or act on its behalf. Advisory
Board Member is not a Member, officer, employee, or agent of the Company and shall have

Section 6. Disclosure of Interest. Upon learning that the Company is considering
entering into a contract or transaction with an enterprise in which Advisory Board Member has
a direct or indirect interest, whether individually or as a Member, officer, employee, agent,
or equity owner thereof, AdvisoryBoard Membershall immediately notify the Company of the
material facts of the member’s interest in such enterprise. Such notice shall be in writing and
given to the Company at the addressset forth in Section 8 below unless AdvisoryBoard Member
first learns of such contract or transaction at a meeting of the Board of Members or Advisory
Board Members, in which case the such notice shall be given orally at such meeting to all
members present.
Ownership of Intellectual Property. If the Advisory Board Member does specific work on
behalf of the Company, that work is the sole intellectual property of the Company. The work
that the Advisory Board Member does on their own time is their intellectual property (IP).
Confidentiality. Accordingly, Advisory Board Member agrees to retain in strict confidence
all Confidential Information and not to use or disclose to others, or permit the use or
disclosure of, any Confidential Information, except as may be authorized in writing by the
Company.
Section 7. Indemnification.
7.1. The Company shall indemnify and hold harmless the members of the Advisory
Board against any and all claims, loss, damage, expense, or liability arising from
any action or failure to act with respect to the Organizational Plan, except in the
case of gross negligence or willful misconduct by the member of the Advisory
Board. The Advisory Board Member shall indemnify and hold harmless the
Company and from the contract or other liability, claims, damages, taxes or
losses, and related expenses including attorneys’ fees, to the extent that such
liability, claims, damages, taxes, or losses, and related expenses are not fully
reimbursed by insurance and are incurred by reason of the Advisor’s bad faith,
fraud, misfeasance, intentional misconduct, negligence or reckless disregard of
its duties; provided.
Noncompetition Covenant. Ancillary to the otherwise enforceable
agreements set forth in this Agreement, Advisory Board Member
agrees as follows:
(i) During the term of this Agreement and for a period of two (2) years
following termination of this Agreement, for any reason, Advisory Board
Member 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 Advisory Board Member’s own behalf or on
behalf of any other person or entity) a business relationship with any company
or entity that: (i) competes with the Company, (ii) was identified to Advisory
Member by the Company, as a customer of the Company, or (iii) was sold any
of the Company’s goods or services or sells competitive products to customers
of the Company. Advisory Board Member agrees that the assertion or
existence of any claim by Advisory Board Member against the Company shall
not be a defense to the enforcement of this paragraph by injunction or
otherwise. (i) Due to the irreparable and continuing nature of the injury which
would result from a breach of the covenant, as described above, Advisory

Member 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
covenant.
If these provisions are added, a survival provision should also be added such
that the obligation survives the termination of this Agreement.

Miscellaneous Provisions.
9.1. Assignment. No party hereto may assign this Agreement without the prior
written consent of the other party except that the Company may assign this
Agreement by conversion into another type of business organization, or to
any other successor (whether direct or indirect, by purchase, merger,
consolidationor otherwise)to all or substantially all of the business and/or assets.
This Agreement shall inure to the benefit of and be enforceable by successors.
9.2. Amendments. The parties hereto agree that this Agreement may be modified only
by a written agreement signed by the parties hereto.
9.3. Governing Law. The laws of the State of Connecticut, excluding its conflicts
laws, shall govern this Agreement the rights and obligations of the parties hereto,
the entire relationship between the parties hereto, and all matters arising out of
or relating to this Agreement.
9.4. Jurisdiction and Venue. The parties hereto agree that this Agreement shall be
fully performable in Stamford, Connecticut, USA and further agree to submit to
the non-exclusive jurisdiction of, and agree that venue is proper in, state or
federal courts in Stamford, Connecticut, USA in any legal action or proceeding
relating to this Agreement.
9.5. Severability. 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.
9.6. Entire Agreement. The parties hereto acknowledge and agree that this
Agreement is the complete and exclusive statement of the mutual
understanding of the parties.

Independent Contractors. The Advisory Member’s relationship to the Company
is that of an independent contractor, and nothing in this Agreement will be
deemed to establish any other relationship between Advisory Member and the
Company, such as employer-employee, principal-agent, partners, or joint
ventures. The Company shall have no control over the means or manner of
performance by Advisory Member of his/her obligations under this Agreement.
Unless expressly authorized in writing by the Company, Advisory Membershall
not contract for or incur any obligationsin the name of, or for the account of, the
Company, accept payment from any party of any obligation due the Company,
or make any representation, guaranty or other agreement relating to the
business of the Company.
9.8. Copies and Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. A facsimile or other
electronic transmission of this signed Agreement shall be legal and binding
on all parties hereto.