Executive Director Independent Contractor Agreement Template for Germany

The Executive Director Independent Contractor Agreement is designed for use when a company wishes to engage an executive director on a non-employment basis in Germany. This arrangement is particularly relevant for scenarios where the director maintains other business interests or provides services to multiple entities. The document addresses crucial aspects required under German law, including corporate governance requirements, fiduciary duties, and clear delineation of independent contractor status. It is structured to comply with German corporate and commercial law while providing flexibility in the working relationship. The agreement includes comprehensive provisions for confidentiality, intellectual property rights, non-competition, and data protection, making it suitable for high-level executive positions where significant company information access is required. This document is essential for companies seeking to establish clear parameters for executive leadership while maintaining independence in the contractual relationship.

1. Parties: Identification of the contracting parties - the company and the executive director, including full legal names and addresses

2. Background: Context of the agreement, including the company's desire to engage the director as an independent contractor and the director's confirmation of ability to provide the services

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Confidential Information', 'Intellectual Property', etc.

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Scope of Services: Detailed description of executive director duties, responsibilities, and scope of authority

6. Independent Contractor Status: Clear establishment of independent contractor relationship and explicit distinction from employment relationship

7. Compensation and Payment Terms: Fee structure, payment schedule, expense reimbursement, and tax responsibilities

8. Time Commitment and Availability: Expected time dedication and availability requirements

9. Compliance and Corporate Governance: Obligations regarding corporate governance, regulatory compliance, and fiduciary duties

10. Confidentiality: Provisions for protecting company confidential information and trade secrets

11. Intellectual Property Rights: Ownership and assignment of intellectual property created during the engagement

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients

13. Termination: Grounds for termination, notice periods, and consequences of termination

14. Return of Company Property: Obligations regarding return of company assets and information upon termination

15. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments