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Company Director Agreement
"I need a Company Director Agreement for appointing a non-executive director to our Toronto-based technology startup's board, with specific provisions for maintaining confidentiality of our AI intellectual property and allowing the director to serve on up to two other boards simultaneously."
1. Parties: Identifies the company and the director entering into the agreement
2. Background: Provides context for the appointment and any relevant company information
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the director's appointment, including start date and duration
5. Duties and Responsibilities: Comprehensive outline of the director's duties, both statutory and specific to the company
6. Time Commitment: Expected time dedication to the role
7. Remuneration: Details of fees, salary, or other compensation
8. Expenses: Policy on reimbursement of expenses
9. Confidentiality: Obligations regarding confidential information
10. Conflicts of Interest: Procedures for declaring and handling conflicts
11. Board Meetings and Procedures: Requirements for attendance and participation
12. Termination: Circumstances and procedures for ending the appointment
13. Company Policies: Obligation to comply with company policies
14. Governing Law: Specifies Canadian law as governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Share Qualification: Required if directors must hold a minimum number of shares
2. Insurance and Indemnification: Detailed provisions for D&O insurance and indemnification
3. Intellectual Property: Required for executive directors or those involved in product development
4. Non-Competition: Restrictions on competing activities, typically for executive directors
5. Non-Solicitation: Restrictions on soliciting employees/clients, typically for executive directors
6. Performance Evaluation: Process for reviewing director's performance
7. Additional Directorships: Rules about holding other board positions
8. Committee Participation: Required for specific committee assignments
9. Equity Compensation: Required if director receives shares or options
10. Training and Development: Professional development requirements and support
1. Schedule A - Position Description: Detailed description of specific roles and responsibilities
2. Schedule B - Remuneration Details: Comprehensive breakdown of compensation structure
3. Schedule C - Company Policies: List of relevant policies the director must comply with
4. Schedule D - Board Charter: Key governance documents and board procedures
5. Schedule E - Consent to Act: Formal consent to act as director as required by law
6. Schedule F - Declaration of Interests: Initial declaration of any existing conflicts or interests
7. Appendix 1 - D&O Insurance Details: Summary of directors' and officers' insurance coverage
8. Appendix 2 - Share Qualification Requirements: Details of any required share ownership
Authors
Agreement
Annual General Meeting
Applicable Law
Board
Board Committees
Business Day
By-laws
CBCA
Change of Control
Company
Company Property
Confidential Information
Conflict of Interest
Corporate Governance Guidelines
Director
Directors' and Officers' Insurance
Effective Date
Executive Committee
Fiduciary Duties
Financial Year
Good Reason
Governing Documents
Group
Intellectual Property Rights
Material Transaction
Notice
Parent Company
Permitted Disclosure
Personal Information
Related Party
Remuneration
Restricted Period
Securities Laws
Share
Shareholders
Subsidiary
Term
Termination Date
Territory
Term
Duties and Responsibilities
Fiduciary Obligations
Time Commitment
Board Meetings
Committee Service
Remuneration
Expenses
Share Qualification
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
Corporate Governance
Compliance
Insurance and Indemnification
Company Policies
Performance Evaluation
Additional Directorships
Non-Competition
Non-Solicitation
Training and Development
Company Property
Records and Documentation
Termination
Notice
Severance
Return of Property
Survival of Obligations
Assignment
Entire Agreement
Amendment
Severability
Waiver
Notices
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Technology
Manufacturing
Healthcare
Retail
Energy
Mining
Real Estate
Professional Services
Telecommunications
Transportation
Construction
Agriculture
Education
Non-Profit
Legal
Corporate Governance
Board Secretariat
Compliance
Human Resources
Risk Management
Internal Audit
Corporate Affairs
Executive Office
Board Director
Executive Director
Non-Executive Director
Independent Director
Board Chair
Vice Chair
Lead Director
Audit Committee Chair
Compensation Committee Chair
Governance Committee Chair
Risk Committee Chair
Managing Director
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
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