Executive Director Independent Contractor Agreement Template for Australia

The Executive Director Independent Contractor Agreement is utilized when companies seek to engage senior leadership talent in a flexible arrangement that combines statutory director duties with executive services delivery. This document is particularly relevant in the Australian business context where organizations may need specialized executive expertise while maintaining contractor relationships. It addresses the complexities of dual roles, ensuring compliance with the Corporations Act 2001 (Cth), tax legislation, and independent contractor laws. The agreement is commonly used in scale-ups, professional services firms, and established corporations requiring specific executive expertise without traditional employment relationships. It includes comprehensive provisions for service delivery, remuneration, intellectual property protection, and conflict management, while ensuring the arrangement meets Australian legal requirements for genuine contractor status.

1. Parties: Identification of the company and the individual in both capacities as executive director and contractor

2. Background: Context of the appointment, including the dual nature of the relationship and any relevant company resolutions

3. Definitions: Key terms including Services, Board, Company Property, Confidential Information, Intellectual Property Rights

4. Appointment and Term: Specification of appointment as both executive director and independent contractor, including term and renewal provisions

5. Director Duties and Obligations: Statutory and fiduciary duties, compliance with Corporations Act, company constitution, and board policies

6. Scope of Services: Detailed description of executive services to be provided as a contractor

7. Service Delivery: Standards, reporting requirements, and performance expectations

8. Remuneration and Expenses: Fee structure, payment terms, reimbursement policies, and any performance-based components

9. Independence and Non-Exclusivity: Confirmation of contractor status and any limitations on providing services to others

10. Intellectual Property: Ownership and assignment of IP created during the engagement

11. Confidentiality: Protection of company information and trade secrets

12. Conflicts of Interest: Management of potential conflicts between director role and contractor status

13. Insurance and Liability: Required insurance coverage and liability limitations

14. Termination: Grounds for termination of both director and contractor roles, notice periods, and consequences

15. Post-Termination Obligations: Ongoing obligations regarding confidentiality, IP, and restraint of trade

16. Dispute Resolution: Process for resolving disputes and applicable jurisdiction

17. General Provisions: Standard boilerplate clauses including notices, amendment, waiver, and severability