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A Director Services Agreement outlines the relationship between a company and its board members under German corporate law. It spells out a director's duties, compensation, and key responsibilities while serving on the management board (Vorstand) or supervisory board (Aufsichtsrat).

The agreement typically covers performance targets, confidentiality obligations, and compliance with the German Stock Corporation Act (Aktiengesetz). It's especially important for listed companies, as it helps meet corporate governance requirements and protects both the organization and its directors by clearly defining their roles, benefits, and termination conditions.

Consider implementing a Director Services Agreement when appointing new board members or updating terms for existing directors in German companies. This agreement becomes essential during leadership transitions, company restructuring, or when bringing international executives onto German boards who need clear guidelines about local corporate governance requirements.

The timing is particularly critical for newly-formed companies, IPO preparations, or when expanding operations require more formal board structures. Having this agreement in place before conflicts arise helps prevent disputes over compensation, responsibilities, and performance expectations - especially important under German dual-board system requirements.

• Nominee Director Contract: Used for independent directors serving as representatives, focusing on fiduciary duties and liability protection under German corporate law. Common in holding companies and subsidiaries.
• Directors Service Contract: More comprehensive agreement for executive board members (Vorstand), detailing operational responsibilities, performance metrics, and compensation structures aligned with German Stock Corporation Act requirements.

• Board Members (Vorstand): Executive directors who sign Director Services Agreements when joining German companies, agreeing to specific duties and performance targets
• Supervisory Board (Aufsichtsrat): Oversees and approves these agreements, ensuring alignment with company interests and German corporate governance standards
• Corporate Legal Teams: Draft and review agreements to ensure compliance with German law and protect company interests
• External Legal Counsel: Often consulted for complex agreements, especially in listed companies or international appointments
• HR Directors: Handle practical implementation and maintain documentation of director arrangements

• Director Details: Gather full legal name, qualifications, and intended role (Vorstand or Aufsichtsrat position)
• Company Information: Compile legal entity details, registration numbers, and corporate structure documentation
• Compensation Package: Define salary, bonuses, benefits, and any performance-linked components
• Term and Duties: Outline appointment duration, specific responsibilities, and reporting structures
• Compliance Requirements: Review German corporate governance codes and industry-specific regulations
• Digital Generation: Use our platform to create a legally-sound agreement that incorporates all essential elements under German law

• Party Details: Full legal names, company registration data, and board position specifications
• Appointment Terms: Duration, role designation (Vorstand/Aufsichtsrat), and notice periods
• Duties Section: Specific responsibilities, performance metrics, and reporting obligations under German corporate law
• Compensation Structure: Base salary, bonuses, benefits, and any performance-linked remuneration
• Confidentiality Provisions: Trade secrets protection and data handling under GDPR requirements
• Termination Clauses: Conditions for early termination, severance terms, and post-directorship obligations
• Compliance Framework: References to relevant German corporate governance codes and regulatory requirements

A Director Services Agreement often gets confused with a Director Appointment Agreement, but they serve different purposes in German corporate governance. While both relate to board members, their scope and legal implications differ significantly.

• Scope and Detail: Director Services Agreements are comprehensive contracts covering ongoing duties, compensation, and performance metrics. Appointment Agreements merely formalize the initial board position and basic terms.
• Legal Framework: Services Agreements align with German Stock Corporation Act requirements for executive board (Vorstand) responsibilities. Appointment Agreements focus on corporate registry requirements and shareholder approvals.
• Duration Impact: Services Agreements typically include detailed termination provisions and post-directorship obligations. Appointment Agreements usually just confirm the initial term length and basic succession planning.
• Regulatory Coverage: Services Agreements address detailed compliance requirements and risk management. Appointment Agreements handle basic corporate governance formalities.