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Director Services Agreement
I need a director services agreement for a newly appointed director who will oversee the strategic development of our technology division. The agreement should include a fixed annual fee, performance-based bonuses, and a clause for quarterly performance reviews, with a 3-month notice period for termination by either party.
What is a Director Services Agreement?
A Director Services Agreement sets out the formal relationship between a company and its board director in the UAE, covering their duties, compensation, and obligations. This contract is especially important under UAE Commercial Companies Law, which requires clear documentation of director appointments and responsibilities.
The agreement spells out key details like board meeting attendance, strategic decision-making roles, confidentiality requirements, and how the director will be paid. It protects both the company and director by establishing clear expectations, governance standards, and compliance with local corporate regulations - including specific requirements for UAE mainland and free zone companies.
When should you use a Director Services Agreement?
You need a Director Services Agreement when appointing new board members to UAE companies, especially during company formation or board restructuring. This agreement becomes essential before directors begin their duties, as UAE corporate law requires formal documentation of director appointments and their scope of authority.
Implementing this agreement is crucial when expanding operations into new emirates, setting up subsidiaries, or bringing in foreign directors. It's particularly important for UAE free zone companies and mainland businesses dealing with multiple shareholders, as it helps prevent future disputes by clearly defining roles, reporting lines, and compensation structures from day one.
What are the different types of Director Services Agreement?
- Executive Director Agreements: Used for full-time directors handling day-to-day operations, with detailed performance metrics and compensation structures
- Non-Executive Director Agreements: Focused on governance and advisory roles, typically with meeting attendance requirements and fixed fees
- Independent Director Agreements: Emphasizes independence requirements under UAE governance codes, including conflict disclosure provisions
- Free Zone Director Agreements: Tailored to specific free zone regulations with jurisdiction-specific compliance clauses
- Mainland Company Agreements: Incorporates UAE Commercial Companies Law requirements and local ownership considerations
Who should typically use a Director Services Agreement?
- Board Directors: Sign and comply with the agreement's terms, including attendance, strategic input, and confidentiality obligations
- Company Shareholders: Review and approve Director Services Agreements to ensure alignment with company interests
- Corporate Legal Teams: Draft and customize agreements to meet UAE regulatory requirements and company needs
- Company Secretary: Maintains records and ensures compliance with agreement terms and corporate governance standards
- External Legal Counsel: Provides specialized advice on UAE corporate law compliance and agreement enforceability
How do you write a Director Services Agreement?
- Director Details: Gather full legal name, Emirates ID, passport details, and residential address
- Role Specifics: Define exact responsibilities, meeting commitments, and any committee positions
- Compensation Terms: Document fees, allowances, and any performance-linked bonuses
- Company Information: Confirm legal name, trade license details, and registered office address
- Governance Rules: Review UAE corporate laws and company articles for director requirements
- Term Duration: Specify appointment period, renewal conditions, and termination procedures
What should be included in a Director Services Agreement?
- Appointment Terms: Clear statement of director role, position, and appointment duration under UAE law
- Duties & Powers: Detailed scope of responsibilities aligned with UAE Companies Law requirements
- Remuneration: Comprehensive breakdown of fees, benefits, and expense reimbursement policies
- Confidentiality: Strict non-disclosure provisions protecting company information
- Conflict Resolution: UAE court jurisdiction and applicable dispute resolution procedures
- Termination Clauses: Specific conditions for ending the agreement, notice periods, and consequences
- Governing Law: Express reference to UAE Commercial Companies Law and relevant regulations
What's the difference between a Director Services Agreement and a Director Agreement?
A Director Services Agreement differs significantly from a Director Appointment Agreement in the UAE legal framework. While both documents relate to director roles, they serve distinct purposes and contain different levels of detail.
- Scope and Detail: A Director Services Agreement provides comprehensive terms covering ongoing services, duties, compensation, and performance metrics. The Appointment Agreement focuses primarily on the formal designation and basic terms of office.
- Legal Requirements: Under UAE Companies Law, the Services Agreement includes detailed operational responsibilities and governance obligations. The Appointment Agreement mainly satisfies statutory requirements for director registration.
- Duration and Terms: Services Agreements typically include extensive provisions about term length, renewal conditions, and performance reviews. Appointment Agreements are usually shorter, focusing on the initial appointment and basic qualifications.
- Regulatory Compliance: Services Agreements incorporate specific UAE corporate governance requirements and free zone regulations. Appointment Agreements primarily address basic regulatory filing needs.
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