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Nominee Director Contract
"I need a Nominee Director Contract under German law for appointing a professional director to our new Munich-based technology subsidiary, starting March 1, 2025, with standard confidentiality and non-compete provisions."
1. Parties: Identification of the appointing entity and the nominee director, including full legal names and addresses
2. Background: Context of the appointment, including details of the company for which nominee directorship is being provided
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Company', 'Board', and other relevant definitions
4. Appointment and Term: Terms of appointment, duration, and conditions for renewal or termination
5. Duties and Responsibilities: Detailed description of the nominee director's duties, including statutory obligations under German law
6. Authority and Limitations: Scope of the nominee director's authority and specific limitations on their powers
7. Remuneration: Compensation details, including fees, expenses, and payment terms
8. Indemnification: Provisions for indemnifying the nominee director against claims and liabilities
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Compliance: Requirements to comply with relevant laws, regulations, and corporate governance standards
11. Termination: Grounds and procedures for termination of the agreement
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Insurance: Requirements for directors' and officers' liability insurance, used when specific insurance arrangements are needed
2. Non-Competition: Restrictions on competing activities, included when the nominee director may have access to sensitive business information
3. Power of Attorney: Specific powers granted to the nominee director, included when additional authority is required
4. Corporate Group Provisions: Additional terms for nominee directors serving multiple companies within a corporate group
5. Alternate Director: Provisions for appointing an alternate director, included when backup representation may be needed
6. Special Voting Requirements: Specific voting procedures or restrictions, used when particular voting arrangements are required
1. Schedule 1 - Services Description: Detailed list of services to be provided by the nominee director
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, expenses, and payment terms
3. Schedule 3 - Company Information: Details of the company(ies) where nominee directorship is to be provided
4. Schedule 4 - Compliance Requirements: Specific compliance obligations and procedures
5. Appendix A - Board Resolution: Copy of the board resolution appointing the nominee director
6. Appendix B - Required Declarations: Statutory declarations and confirmations required under German law
7. Appendix C - Power of Attorney: Formal power of attorney document if required
8. Appendix D - Insurance Certificates: Copies of relevant insurance policies and certificates
Authors
Applicable Laws
Appointing Entity
Articles of Association
Board
Board Resolution
Business Day
Company
Confidential Information
Corporate Documents
Corporate Group
Director's Duties
Effective Date
Fee Schedule
Force Majeure
Governing Documents
Indemnified Persons
Initial Term
Intellectual Property Rights
Loss
Material Breach
Nominee Director
Notice
Parent Company
Party/Parties
Professional Services
Registered Office
Regulatory Requirements
Related Companies
Renewal Term
Services
Shareholders
Subsidiary
Term
Territory
Termination Date
Trade Secrets
Transaction Documents
Voting Rights
Term and Duration
Duties and Responsibilities
Authority and Powers
Remuneration and Expenses
Indemnification
Confidentiality
Non-Competition
Compliance
Representations and Warranties
Insurance
Limitation of Liability
Termination
Force Majeure
Assignment
Notices
Amendments
Entire Agreement
Severability
Governing Law
Dispute Resolution
Data Protection
Regulatory Compliance
Board Meetings
Voting Rights
Reporting Requirements
Record Keeping
Professional Standards
Conflicts of Interest
Power of Attorney
Financial Services
Corporate Services
Investment Management
Real Estate
International Trade
Private Equity
Venture Capital
Manufacturing
Technology
Professional Services
Legal
Corporate Governance
Compliance
Risk Management
Corporate Services
Board Secretariat
Finance
Executive Management
Corporate Director
Board Member
Managing Director
Legal Counsel
Company Secretary
Compliance Officer
Corporate Governance Officer
Risk Manager
Chief Executive Officer
Chief Financial Officer
Head of Corporate Services
Professional Director
Find the exact document you need
Nominee Director Contract
A German law-governed agreement establishing the appointment and terms of service for a nominee director, including duties, responsibilities, and compliance requirements.
Directors Service Contract
A German law-governed agreement establishing the terms of service between a company and its director, including appointment, duties, and remuneration.
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