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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
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