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The Executive Director Independent Contractor Agreement is utilized when companies in India seek to engage executive directors under a flexible contractor arrangement rather than traditional employment. This approach is particularly relevant for organizations requiring specialized executive expertise while maintaining operational flexibility. The agreement must carefully balance the statutory duties of directors under the Companies Act, 2013, with the independent nature of the contractor relationship. It includes comprehensive provisions for services, compensation, governance compliance, confidentiality, and intellectual property rights. This structure is commonly used for part-time executive directors, advisory directors, or those serving multiple boards. The document must comply with Indian corporate law, securities regulations, and tax requirements while clearly establishing the non-employee status of the director.

1. Parties: Identification of the company and the executive director as independent contractor

2. Background: Context of appointment, company's need for executive director services, and intention to engage as independent contractor

3. Definitions: Key terms including Services, Board, Confidential Information, Intellectual Property, etc.

4. Appointment and Term: Scope of appointment as executive director and independent contractor, duration, renewal terms

5. Services and Duties: Detailed description of executive director services, compliance with Companies Act duties, attendance requirements

6. Independent Contractor Status: Clear establishment of independent contractor relationship, no employer-employee relationship

7. Compensation and Expenses: Fee structure, payment terms, reimbursable expenses, tax responsibilities

8. Time Commitment: Expected time dedication, flexibility, attendance at meetings

9. Compliance and Governance: Compliance with company policies, Companies Act requirements, SEBI regulations

10. Confidentiality: Protection of company information, trade secrets, board matters

11. Intellectual Property: Ownership of works created, assignment of rights

12. Conflict of Interest: Disclosure obligations, prohibited activities, outside engagements

13. Termination: Termination rights, notice periods, consequences of termination

14. Post-Termination Obligations: Continuing duties, return of property, survival of provisions

15. Dispute Resolution: Resolution process, jurisdiction, governing law

16. General Provisions: Standard boilerplate clauses including notices, amendments, severability