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Directors Service Agreement Template for Ireland

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Key Requirements PROMPT example:

Directors Service Agreement

"I need a Directors Service Agreement under Irish law for appointing our new Chief Technology Officer to the board of our fintech startup, including specific provisions for share options and technology development responsibilities, with the appointment starting March 1, 2025."

Document background
The Directors Service Agreement is a fundamental document used when appointing executive directors to Irish companies, establishing the legal framework for the relationship between the company and its director. It is particularly crucial for ensuring compliance with Irish company law, especially the Companies Act 2014, and corporate governance requirements. This agreement is typically implemented when appointing new directors or updating terms for existing directors, containing comprehensive provisions covering appointment terms, duties, remuneration, benefits, confidentiality obligations, and post-termination restrictions. The document serves multiple purposes: protecting the company's interests, ensuring clear understanding of the director's roles and responsibilities, and providing security and clarity for the director regarding their position and entitlements. It's essential for both private and public companies operating under Irish jurisdiction and should be regularly reviewed to ensure continued compliance with evolving legal requirements.
Suggested Sections

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Context of the appointment and any relevant corporate history or circumstances

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Appointment and Term: Details of the appointment, position, and duration (fixed term or indefinite)

5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory, fiduciary, and specific role requirements

6. Time Commitment: Expected working hours and commitment level to the company

7. Location: Primary work location and any travel requirements

8. Remuneration: Base salary, review process, and payment terms

9. Benefits: Details of all benefits including pension, insurance, car allowance etc.

10. Expenses: Policy on business expenses and reimbursement

11. Holidays and Leave: Annual leave entitlement and holiday booking procedures

12. Confidentiality: Obligations regarding confidential information during and after employment

13. Intellectual Property: Assignment of IP rights created during directorship

14. Data Protection: Compliance with GDPR and handling of personal data

15. Termination: Grounds for termination, notice periods, and processes

16. Post-Termination Restrictions: Non-compete and non-solicitation clauses

17. Return of Company Property: Obligations regarding company property upon termination

18. Governing Law: Specification of Irish law as governing law

19. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and variations

Optional Sections

1. Share Options: Include when the director is being offered share options or participation in share schemes

2. Bonus Arrangements: Include when specific performance-related bonuses are part of the compensation package

3. Board Committee Participation: Include when the director will serve on specific board committees

4. International Travel: Include when role requires significant international travel or overseas responsibilities

5. Garden Leave: Include when company wants right to place director on garden leave during notice period

6. Change of Control: Include provisions relating to change in company ownership

7. Director's Indemnity: Include specific indemnification provisions beyond standard D&O insurance

8. Subsidiary Directorships: Include when director will serve on boards of subsidiary companies

9. Conflict Resolution: Include specific dispute resolution procedures beyond court jurisdiction

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities of the role

2. Schedule 2 - Benefits Package: Comprehensive detail of all benefits and allowances

3. Schedule 3 - Share Option Terms: Details of any share option or equity participation schemes

4. Schedule 4 - Bonus Scheme Rules: Detailed rules and calculations for bonus arrangements

5. Schedule 5 - Company Policies: List of key company policies the director must comply with

6. Appendix A - Board Resolution: Copy of board resolution appointing the director

7. Appendix B - D&O Insurance Details: Summary of Directors and Officers liability insurance coverage

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Construction

Energy

Telecommunications

Transport and Logistics

Real Estate

Education

Media and Entertainment

Pharmaceuticals

Agriculture

Mining and Resources

Relevant Teams

Legal

Human Resources

Company Secretariat

Board of Directors

Executive Committee

Compensation Committee

Nomination Committee

Corporate Governance

Risk Management

Compliance

Relevant Roles

Executive Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Regional Director

Division Director

Commercial Director

Operations Director

Finance Director

Technical Director

Sales Director

Development Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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