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The Executive Director Independent Contractor Agreement is utilized when companies in Malaysia seek to engage executive leadership talent while maintaining a non-employment relationship structure. This document is particularly relevant for organizations requiring flexibility in executive arrangements, such as start-ups, multinational corporations, or companies undergoing restructuring. The agreement carefully balances the requirements of the Malaysian Companies Act 2016 regarding director duties with the commercial nature of an independent contractor relationship. It addresses critical aspects including corporate governance obligations, service scope, compensation, intellectual property rights, and confidentiality while establishing clear boundaries between directorship duties and employment relationships. The document is essential for compliance with Malaysian corporate law while providing flexibility in executive engagement structures.

1. Parties: Identification of the company and the executive director contractor, including registration/identification numbers and addresses

2. Background: Context of the appointment, company's need for executive director services, and contractor's qualification and willingness to provide services

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Board', 'Confidential Information', 'Intellectual Property', and 'Applicable Laws'

4. Appointment and Term: Confirmation of appointment as executive director and independent contractor, term duration, and renewal provisions

5. Services and Duties: Detailed description of executive director services, responsibilities, and commitment level expected

6. Independent Contractor Status: Clear establishment of independent contractor relationship, disclaimer of employment relationship, and contractor's right to provide services to others

7. Compensation and Payment Terms: Fee structure, payment schedule, expenses policy, and tax responsibilities

8. Corporate Governance Obligations: Compliance with Companies Act 2016, board meetings, corporate responsibilities, and fiduciary duties

9. Intellectual Property Rights: Ownership and assignment of IP created during the service period

10. Confidentiality: Protection of company's confidential information and trade secrets

11. Conflict of Interest: Disclosure obligations and handling of potential conflicts

12. Termination: Grounds for termination, notice periods, and consequences of termination

13. Post-Termination Obligations: Continuing obligations after agreement ends, including confidentiality and return of company property

14. General Provisions: Standard clauses including governing law, notices, entire agreement, and amendments