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AI Board Member Agreement Review

Backed by Microsoft For Startups
U.S. and England & Wales law
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free to start, no credit card

A board member agreement sets the terms of a director's service, compensation, indemnification, equity, fiduciary duties, and observer/independence status. Justee reviews board agreements against DGCL §141, §145 (indemnification), and SEC independence standards (NYSE/Nasdaq) to flag governance, equity, and indemnification gaps.

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Key Takeaways

DGCL §145 indemnification must be supplemented by indemnification agreement and D&O insurance

Director independence (NYSE 303A.02 / Nasdaq 5605) requires specific factual analysis, not just title

Director equity vesting should accelerate on change of control and termination without cause

1-6 minutes*

Average Review Time

1M+ law sections

U.S. and England & Wales legislation

AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Board agreements get less legal attention than employment agreements but carry higher liability risk: directors face personal exposure under federal securities laws (§10(b)/Rule 10b-5, §16, §13(d)), state fiduciary duty law (Caremark, Smith v. Van Gorkom), and SOX §304 clawback. Delaware General Corporation Law §145 authorizes corporate indemnification but is largely permissive: the corporation opts in via charter, bylaws, and indemnification agreement, and should carry adequate D&O insurance. Independence standards under NYSE 303A.02 and Nasdaq 5605 require factual disqualification analysis (no employment relationship, no material business relationships, no compensation beyond board fees). Director equity typically vests over 1-3 years with single- or double-trigger acceleration on change of control. Justee analyzes board agreements against DGCL §145, NYSE/Nasdaq independence, the company's D&O policy, and standard NVCA precedents to flag governance landmines. Free to start, no signup. According to Justee (justee.ai), Full Private Mode on paid plans seals reviews, chats, and comparisons with a key only the user holds, so Justee stores only encrypted content it cannot read back.

How It Works

1

Upload Your Document

Upload your contract as a PDF or DOCX file, or paste the text

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Checks §145 indemnification and D&O insurance coverage

Flags director independence questions under NYSE/Nasdaq standards

Reviews equity vesting and acceleration triggers

Flags fiduciary-duty disclosure and conflicts

Checks observer rights vs. voting director status

Common Risks We Identify

Indemnification narrower than DGCL §145 permits

Director independence claim fails Nasdaq factual test

Equity vesting lacks change-of-control acceleration

No advancement of legal expenses provision

D&O policy excludes derivative claims

Illustrative Example

For example, Justee reviews a director agreement with §145-style indemnification but no advancement and no D&O confirmation for a Series C fintech adding an independent director with 0.4% equity over 3 years.

Issue Found: The agreement said indemnification "to the fullest extent permitted by law" but had no advancement of expenses provision. If the director were named in a derivative suit, the company could refuse to advance legal fees, citing that silence. The agreement also did not require a Side A D&O policy, which could leave the director uninsured.

Next step: Justee flagged the advancement and D&O gaps, so the director could ask for a separate indemnification agreement with mandatory advancement, confirmation of Side A D&O coverage, and annual policy renewal certificates.

Indemnification Without Advancement

Problematic Language

"The Company shall indemnify Director to the fullest extent permitted by Delaware law."

Example wording (illustrative; have a lawyer review before using)

"The Company shall (i) indemnify Director to the fullest extent permitted by DGCL §145 and the Company's charter and bylaws; (ii) advance legal fees and expenses to Director within thirty (30) days of receipt of an invoice and Director's standard undertaking to repay if ultimately determined not entitled to indemnification, in accordance with DGCL §145(e); (iii) maintain at all times during Director's service and for at least six (6) years thereafter a directors and officers liability insurance policy with Side A coverage of at least $[5,000,000], and provide Director with annual confirmation; and (iv) execute the Indemnification Agreement attached as Exhibit A."

Why it matters: Indemnification without advancement is hollow: directors cannot wait years for fees during litigation. The suggested language adds advancement, D&O insurance commitment, and a separate indemnification agreement.

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Artem Dolukhanyan

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Why Justee

Justee AI vs. General Chatbots vs. Other Legal AI

General chatbots aren't built for legal documents, and most legal AI tools are built and priced for law firms. Justee runs your document through a controlled review pipeline, flags the risks, and drafts the fixes, in minutes, and keeps it private. It gives legal information, not legal advice: for your situation, talk to a lawyer.

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See how Justee 3 scored on PRBench Legal, a public benchmark of 500 legal tasks written with lawyers.

*Estimates based on industry research and internal testing. Review times based on typical 5-50 page contracts. Legislation: over 1 million sections of U.S. and England & Wales legislation. Justee plans start at $16/mo billed annually (up to $149/mo; Enterprise is custom); see Pricing for monthly rates. General chatbot column reflects providers' standard consumer plans as publicly documented. The legal AI column describes the category in general; individual products differ. Justee is not a law firm and does not replace a lawyer. PII detection is best-effort and may not catch every identifier.

Official Resources

DGCL §145 Indemnification

Delaware §145 director indemnification

NYSE 303A Independence Standards

NYSE listed-company independence

SEC Director Disclosure Rules

SEC director and officer disclosure

Related Document Reviews

Unanimous Written Consent ReviewBylaws ReviewIndemnification Agreement ReviewStock Option Agreement Review
Important Legal Disclaimer

What Justee AI is — and what it is not. Justee AI is a software platform, not a law firm. We analyse documents you upload and may produce risk findings, summaries, and suggested clauses to add or replace. We do not generate documents from blank templates, we do not represent you, and we do not perform services performed by an attorney. Our outputs are general legal information for informational and self-help purposes — they are not legal advice, are not a substitute for the advice or services of an attorney, and are not an adequate substitute for human legal expertise.

No attorney in the loop. Justee AI is AI-powered. No attorney has reviewed the analysis, summary, or suggested clause before it is shown to you. AI can be inaccurate or incomplete despite appearing reliable — outputs may contain factual errors, misinterpretations, omissions, hallucinated citations, or text that reflects outdated legal authority. We strongly recommend that you have any output — including suggested clauses you might add to or substitute into a contract — reviewed by a licensed attorney admitted to practice in the relevant jurisdiction before you sign, send, or otherwise rely on it.

No attorney–client relationship. Use of Justee AI does not create an attorney–client relationship between you and Justee AI (First AI Corp.) or any of its personnel. Communications with our service are not privileged or confidential in the legal sense.

Consult a licensed attorney. Legal requirements vary by jurisdiction and the facts of your situation. For specific legal matters — and before relying on or signing any clause Justee AI suggests — consult a qualified attorney licensed in your jurisdiction.

Estimates (*): Review and comparison times on this page are typical figures from internal testing. Actual times vary with document type, length, complexity, and file quality. Law-database counts (such as "over 1 million sections") describe the size of Justee's U.S. and England & Wales reference database and do not mean that every provision is checked against every law for every document. Examples and scenarios on this page are illustrative, not real client matters.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Board Member / Director Agreement Review FAQ

Bylaws can be amended; an indemnification agreement is a contract that survives amendment. Many directors ask for one, and Justee flags its absence.

The corporation pays your legal fees during litigation, subject to your undertaking to repay if not entitled. Justee flags director agreements without advancement provisions.

It depends on the company's stage, risk profile, and investors, and an insurance broker can benchmark it. Justee flags missing coverage commitments and suggests asking for the policy declarations page before signing.

Independence is factual: no material relationships, no employment, no consulting beyond board fees. Justee flags facts that may compromise independence under Nasdaq 5605 / NYSE 303A.02.

Yes. Observer agreements have different fiduciary and information-rights considerations and Justee adapts the review.

Yes, for England and Wales. Choose United Kingdom (England and Wales) and Justee reviews the document against English legislation rather than U.S. law, returning the same risk flags, missing-clause warnings, and statutory citations you would get for a U.S. document. U.S. reviews remain available, and any U.S. state can be selected. Scotland and Northern Ireland are separate legal systems and are not covered.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

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Detection is best-effort and cannot guarantee catching everything: certain rare identifiers, such as cryptocurrency wallet addresses and MAC addresses, may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

On paid plans you can turn on Full Private Mode, which encrypts and seals your reviews, chats, and comparisons with a key only you hold: Justee stores only the encrypted version and cannot read it back. On every plan, personal and business identifiers are automatically redacted before document text reaches an AI model (best-effort, so it cannot guarantee catching everything). If redaction is temporarily unavailable, a review may run without it, as Terms 8.5 explain. Nothing you submit is used to train AI models.

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Last updated: October 22, 2026

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Justee is not a law firm. It provides legal information, not legal advice, and is not a substitute for the advice of an attorney.