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Directors Service Contract
"I need a Directors Service Contract for appointing a new non-executive director to our tech startup's board, with specific provisions for equity compensation and remote board meeting attendance, starting March 1, 2025."
1. Parties: Identifies the company and the director entering into the service agreement
2. Background: Context of the director's appointment and relevant corporate background
3. Definitions: Key terms and their meanings used throughout the agreement
4. Appointment and Term: Details of the director's position, appointment date, and duration of service
5. Duties and Responsibilities: Comprehensive outline of director's obligations, authority, and fiduciary duties
6. Time Commitment: Expected time dedication and availability requirements
7. Compensation: Details of salary, fees, benefits, and other remuneration arrangements
8. Expenses: Policy on reimbursement of business-related expenses
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Intellectual Property: Rights and obligations regarding company IP and creations during service
11. Termination: Grounds and procedures for ending the service agreement
12. Post-Termination Obligations: Continuing duties and restrictions after agreement ends
13. General Provisions: Standard legal clauses including governing law, notices, and amendments
1. Stock Options and Equity Compensation: Terms of any share-based compensation or equity participation (include when director receives equity compensation)
2. International Travel and Duties: Provisions for overseas responsibilities and travel requirements (include for companies with international operations)
3. Multiple Board Positions: Terms for serving on boards of subsidiaries or related entities (include for corporate groups)
4. Change of Control: Special provisions triggered by company ownership changes (include for public companies or those planning exit events)
5. Corporate Opportunity: Guidelines for handling business opportunities related to company's interests (include for companies in competitive industries)
1. Schedule 1: Compensation Details: Detailed breakdown of all compensation elements including salary, bonuses, and benefits
2. Schedule 2: Company Policies: Key corporate policies applicable to directors including code of conduct and governance guidelines
3. Schedule 3: D&O Insurance Coverage: Details of directors' and officers' liability insurance protection
4. Schedule 4: Board Committee Assignments: List of specific committee responsibilities and roles
5. Schedule 5: Performance Metrics: Specific performance criteria and evaluation standards for the director
Authors
Appointment
Board
Board Committees
Business Day
Cause
Company
Compensation
Confidential Information
Commencement Date
Director
Disqualifying Event
Effective Date
Executive Duties
Financial Year
Good Reason
Group
Intellectual Property Rights
Notice Period
Parent Company
Proprietary Information
Subsidiary
Term
Termination Date
Territory
Board Resolutions
Stock Options
Change of Control
Corporate Governance Code
D&O Insurance
Material Breach
Restrictive Covenants
Board Materials
Indemnification
Applicable Laws
Duties and Responsibilities
Time Commitment
Board Meetings and Committees
Compensation and Benefits
Expenses
Confidentiality
Intellectual Property
Conflicts of Interest
Non-Competition
Non-Solicitation
Termination
Notice Requirements
Garden Leave
Indemnification
Insurance
Compliance with Laws and Policies
Corporate Governance
Stock Options and Equity
Performance Review
Reporting Requirements
Board Materials and Resources
Representations and Warranties
Amendment and Modification
Governing Law
Dispute Resolution
Severability
Entire Agreement
Assignment
Third Party Rights
Data Protection
Public Disclosure
Return of Company Property
Force Majeure
Survival
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