This outlines the agreement terms between a company and a director it wishes to employ. It includes customizable fields for personalized details such as dates, names, company information, director information, role specifics, and terms of employment.
THIS AGREEMENT is made on [Date],
BETWEEN
- [Company’s Full Name], a company incorporated and registered in [Country of Incorporation] with company number [Company Number] and having its registered office at [Registered Address] (the “Company”),
AND
- [Director’s Full Name], an individual residing at [Director’s Address] (the “Director”).
BACKGROUND
The Company desires to employ the Director due to their expertise and experience, which are deemed essential for the Company’s growth and strategic direction. The Director agrees to undertake the role of [Title] and to perform the associated responsibilities in accordance with the Company’s objectives. This Agreement serves to delineate the terms of the Director’s employment, aiming to mutually benefit both parties through the Director’s engagement.
THE DIRECTOR’S OBLIGATIONS
- The Director is employed by the Company, and the Director accepts the employment on the terms specified in this Agreement, commencing from [Start Date].
- The Director is appointed as [Title] and shall be responsible for [Responsibilities], including but not limited to strategic planning, operational oversight, financial management, and compliance with regulatory requirements.
- The Director shall perform their duties faithfully, diligently, and to the best of their ability, in accordance with the laws of [COUNTRY], the Company’s Articles of Association, and any standing orders. Furthermore, the Director will adhere to any directions and instructions provided by the Board of Directors, which retains the powers as explicitly set forth in the Company’s Articles of Association.
- The Director shall commit the majority of their professional time and effort to fulfilling their duties and responsibilities at the Company. The Director is expected to work the hours necessary to fulfill the obligations of [Title], understanding that such responsibilities are not confined to normal business hours and that compensation for additional time is not applicable.
- The Director may engage in other professional activities outside the Company, whether voluntary or for compensation, only with the explicit written authorization of the Board of Directors/General Assembly. Such authorization will not be unreasonably withheld but will be subject to an assessment of potential conflicts of interest and the assurance that such activities do not detract from the Director’s responsibilities to the Company.
SIGNING POWERS
- The Director may act on behalf of the Company in daily operations and within their responsibilities. The Director must always act in accordance with the Company’s Articles of Association, any standing orders, and instructions. Large or extraordinary matters must be presented to the Board of Directors.
REMUNERATION
- The Director is remunerated with [Amount of Salary] per month. The salary is paid out [Payment Schedule].
EMPLOYEE BENEFITS, TRAVEL, AND OTHER EXPENSES
- The Company will pay for: [Specify Expenses].
- The tax consequences for the Director of the above are the Director’s responsibility.
HOLIDAYS
- The Director is entitled to [Annual Vacation Days] days of annual vacation with full pay.
- Accumulated or unused vacation cannot be transferred to the subsequent year without further agreement between the Company and [Board of Directors / General Assembly].
TRAINING
The Company will provide the Director with appropriate training opportunities to maintain the necessary skills and competencies to perform their duties effectively.
TERMINATION
- This agreement may be terminated by the Company with [Period for Termination] months’ notice, to the end of a month and by the Director with [Period for Termination-Director] months’ notice to the end of a month.
- Upon termination, the Director shall return all property of the Company, settle any outstanding expenses claims, and complete any transition duties as reasonably required by the Company.
- The Company may terminate the Director’s employment without notice in the event of any gross misconduct or breach of Company policy, as outlined in the Company’s Disciplinary Policy.
- In the event of termination by the Company without cause, the Company will provide a payment in lieu of notice equivalent to the Director’s salary and benefits for the notice period.
SICKNESS AND OTHER ABSENCE
- The Director is entitled to receive their normal salary during periods of illness up to [Paid Sick Days] days per annum. In case of illness, the Director must notify the Company immediately and provide a medical certificate or other documentation as may be required by the Company after [Immediate Notification Period] consecutive days of absence.
- In the event the Director is unable to perform their duties due to illness for a continuous period of more than [Long-Term Illness Period] days, the Company shall be entitled to appoint a temporary substitute at its discretion and expense. The Director’s continued absence due to illness for more than [Extended Illness Period] months within a [Max Illness Within Months Period]-month period may be considered grounds for termination of this agreement by the Company with [Termination Notice Period Months] months’ notice to the end of a month.
ANNEXES CONSITUTING INTEGRAL PARTS OF THIS AGREEMENT
- This Employment Agreement for a Director (hereinafter referred to as the “Main Agreement”) includes the following annexes, which are executed concurrently with, and form an integral part of, the Main Agreement:
- Confidentiality and Data Protection Agreement: This annex, outlining the obligations and rights of the Director and the Company with respect to the protection of the Company’s data and other sensitive information, shall remain in effect for a period of [Confidentiality Agreement Duration] following the termination of the Main Agreement.
- Non-Compete and Non-Solicitation Agreement: This annex sets forth the Director’s commitment not to engage directly or indirectly in competition with the business activities and clientele of the Company, and not to solicit the Company’s current or prospective clients or employees, remaining in effect for a period of two (2) years following the termination of the Main Agreement.
- Intellectual Property Rights Agreement: This annex details the agreement between the parties regarding the use, ownership, and control of any intellectual property created and/or developed by the Director during the term of their employment. The rights and obligations under this annex shall continue for the duration stipulated by applicable law, based on the nature of the intellectual property, with the Company’s rights to the intellectual property enduring until the expiration of the legal protection period thereof.
PRIVACY AND CONFIDENTIALITY
- The Director must keep all information about the Company’s internal affairs confidential, especially finances, business operations, clientele, and staff.
- Upon termination of this agreement, the Director must return all Company materials and forfeit any employee benefits.
- Intellectual property developed by the Director during employment belongs to the Company without additional compensation.
- The Director may not participate in considerations of agreements or legal actions involving themselves or any party in which they have a significant interest that may conflict with the Company.
HOLD HARMLESS
The Company will hold the Director harmless from claims arising from their role, excluding cases of gross negligence, fraud, or criminal activity.
MISCELLANEOUS PROVISIONS
- This agreement supersedes any prior employment agreements in case of conflict.
- The content of this agreement is confidential.
- The Director shall be registered as a director with relevant authorities if required.
GOVERNING LAW AND JURISDICTION
- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of [Jurisdiction].
- Each Party irrevocably agrees that the courts of [Courts of Jurisdiction] shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
GENERAL PROVISIONS
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, relating to its subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Signatures:
Company: ___________________________
Date: _______________
Director: ___________________________
Date: _______________