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Personal Management Agreement
"I need a Personal Management Agreement for appointing a new CEO of our Dutch technology subsidiary, starting March 1, 2025, with comprehensive non-compete provisions and equity participation options."
1. Parties: Identification of the company and the manager, including full legal names and addresses
2. Background: Context of the agreement and confirmation that this is a management agreement (overeenkomst van opdracht) and not an employment contract
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Scope of the appointment, effective date, and duration of the agreement
5. Duties and Responsibilities: Detailed description of the manager's role, authorities, and obligations
6. Time Commitment and Exclusivity: Expected time dedication and any exclusivity requirements
7. Remuneration and Expenses: Management fee, payment terms, expense reimbursement, and any variable compensation
8. Tax and Social Security: Tax treatment and confirmation of manager's responsibility for social security arrangements
9. Intellectual Property: Ownership and protection of IP created during the management relationship
10. Confidentiality: Protection of company information and trade secrets
11. Data Protection: GDPR compliance and data handling requirements
12. Liability and Indemnification: Scope of liability, insurance requirements, and indemnification provisions
13. Termination: Grounds for termination, notice periods, and consequences of termination
14. Post-Termination Obligations: Continuing obligations after agreement ends
15. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
16. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement
1. Corporate Governance: Required when the manager is also a statutory director (bestuurder), including provisions about shareholders' meetings and board relationships
2. Non-Competition and Non-Solicitation: Restrictions on post-termination activities, if applicable
3. Share Options or Equity Participation: Terms of any equity-based compensation or participation rights
4. Performance Metrics: Specific KPIs or performance evaluation criteria
5. International Travel: Provisions for international assignments or travel requirements
6. Training and Development: Professional development and training arrangements
7. Force Majeure: Provisions for handling unforeseen circumstances or events beyond parties' control
8. Substitute Performance: Terms for allowing the manager to delegate tasks or appoint substitutes
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific management duties and responsibilities
2. Schedule 2 - Remuneration Details: Detailed breakdown of management fee structure and any bonus arrangements
3. Schedule 3 - Expense Policy: Detailed policy regarding expense claims and reimbursement procedures
4. Schedule 4 - Company Policies: List of applicable company policies the manager must comply with
5. Appendix A - Power of Attorney: If applicable, specific powers granted to the manager
6. Appendix B - Insurance Requirements: Details of required insurance coverage
7. Appendix C - Data Processing Agreement: GDPR-compliant data processing terms if the manager processes personal data
8. Appendix D - Company Assets: List of company assets provided to the manager for performing duties
Authors
Appointment
Articles of Association (Statuten)
Board (Bestuur)
Business Day
Company
Company Group
Confidential Information
Effective Date
General Meeting (Algemene Vergadering)
Intellectual Property Rights
Management BV
Management Fee
Management Services
Manager
Notice Period
Parent Company
Parties
Personal Data
Shareholders
Subsidiary
Term
Territory
Trade Secrets
Working Day
Business Plan
Competitive Business
Good Cause
Key Performance Indicators
Management Board (Raad van Bestuur)
Related Persons
Supervisory Board (Raad van Commissarissen)
Variable Compensation
Works Council (Ondernemingsraad)
Professional Standards
Term and Duration
Management Services
Duties and Responsibilities
Authority and Limitations
Time Commitment
Exclusivity
Performance Standards
Remuneration
Bonus Arrangements
Expenses
Tax Obligations
Social Security
Reporting Requirements
Corporate Governance
Board Meetings
Shareholder Meetings
Compliance
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Company Resources
Insurance
Liability
Indemnification
Force Majeure
Termination
Notice Period
Garden Leave
Post-Termination Obligations
Return of Property
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Amendments
Notices
Third Party Rights
Waiver
Counterparts
Technology
Financial Services
Manufacturing
Professional Services
Healthcare
Retail
Energy
Real Estate
Telecommunications
Media and Entertainment
Construction
Logistics and Transportation
Education
Hospitality
Consulting
Legal
Human Resources
Finance
Operations
Executive Office
Corporate Governance
Compliance
Administration
Corporate Secretary Office
Risk Management
Chief Executive Officer
Managing Director
Chief Financial Officer
Chief Operating Officer
General Manager
Country Manager
Division Director
Department Head
Regional Manager
Project Director
Business Unit Manager
Portfolio Manager
Program Director
Interim Manager
Executive Consultant
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