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Agreement Between Directors Of A Company
"I need an Agreement Between Directors of a Company for our New Zealand tech startup with three founding directors, including provisions for equity holdings and product development responsibilities, to be effective from March 2025."
1. Parties: Identifies the directors entering into the agreement and the company
2. Background: Sets out the context of the agreement, including the company's business and the directors' appointments
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Term of Agreement: Specifies the duration of the agreement and any renewal provisions
5. Directors' Duties and Responsibilities: Outlines the statutory and additional duties of directors under NZ law and company requirements
6. Decision Making Process: Details how directors will make decisions and voting arrangements
7. Board Meetings: Establishes procedures for board meetings, including frequency, notice, and quorum requirements
8. Confidentiality: Defines confidential information and obligations regarding its protection
9. Conflicts of Interest: Procedures for declaring and managing conflicts of interest
10. Indemnification: Terms regarding company indemnification of directors
11. Termination: Circumstances and processes for terminating the agreement or directorship
12. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution
1. Remuneration: Details of directors' fees and payment terms, if directors are to be paid
2. Additional Roles and Responsibilities: For directors who take on specific portfolios or executive roles
3. Share Dealings: Protocols for directors trading in company shares, relevant for listed companies
4. Intellectual Property: IP provisions where directors are involved in product development or innovation
5. Insurance: Details of D&O insurance arrangements if provided by the company
6. Non-Competition and Non-Solicitation: Restrictions on competitive activities, if required
7. External Directorships: Rules regarding holding directorships in other companies
1. Schedule 1: Company Details: Details of the company including registration number, registered office, and business address
2. Schedule 2: Director Information: Personal details of each director including qualifications and shareholdings
3. Schedule 3: Remuneration Schedule: Detailed breakdown of any fees, allowances, and benefits
4. Schedule 4: Board Charter: Detailed governance procedures and board operations
5. Schedule 5: Delegated Authorities: Matrix of decision-making authorities and limits
6. Appendix A: Conflict of Interest Declaration Form: Template for declaring conflicts of interest
7. Appendix B: Board Meeting Procedures: Detailed procedures for conducting board meetings
Authors
Annual General Meeting
Board
Board Meeting
Business
Business Day
Board Resolution
Chairman
Company
Companies Act
Confidential Information
Conflict of Interest
Constitution
Director
Directors' Duties
Effective Date
Executive Director
Financial Year
Governance Policies
Independent Director
Intellectual Property
Material Interest
Meeting
Non-Executive Director
Notice
Parties
Personal Interest
Quorum
Related Party
Remuneration
Resolution
Secretary
Shareholder
Special Resolution
Subsidiary
Term
Termination Date
Written Resolution
Term of Office
Directors' Duties
Board Meetings
Decision Making
Voting Rights
Confidentiality
Conflicts of Interest
Board Committees
Remuneration
Expenses
Indemnification
Insurance
Information Rights
Record Keeping
Intellectual Property
Non-Competition
Non-Solicitation
Share Dealings
Related Party Transactions
Compliance
Reporting Requirements
Communication
External Directorships
Delegation of Authority
Amendment
Termination
Resignation
Removal
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Counterparts
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Education
Construction
Agriculture
Mining
Energy
Transportation
Telecommunications
Real Estate
Non-Profit Organizations
Media and Entertainment
Board of Directors
Executive Leadership
Legal
Compliance
Corporate Governance
Risk Management
Company Secretariat
Internal Audit
Corporate Affairs
Shareholder Relations
Board Director
Executive Director
Non-Executive Director
Managing Director
Chairman
Chief Executive Officer
Company Secretary
Chief Financial Officer
General Counsel
Corporate Governance Officer
Board Administrator
Compliance Officer
Risk Manager
Corporate Secretary
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