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A Director Agreement spells out the legal relationship between a company and a member of its board of directors. It covers key duties, compensation, and protections that come with serving on the board. Think of it as the official playbook for how directors and the company will work together.

This contract typically includes confidentiality rules, stock options or compensation details, meeting attendance requirements, and the director's fiduciary duties under state corporate laws. It also outlines important protections like indemnification - where the company agrees to shield the director from certain legal risks they might face while doing their job.

Use a Director Agreement when bringing new members onto your company's board of directors, especially during key growth phases like preparing for IPO or expanding into new markets. This agreement becomes essential when recruiting high-profile directors who need clear terms about their roles, compensation, and legal protections.

Companies also need Director Agreements when restructuring their board governance, adding independent directors for regulatory compliance, or updating outdated board policies. The agreement helps prevent misunderstandings about responsibilities and creates a paper trail that protects both the company and its directors during regulatory reviews or legal challenges.

• Executive Director Employment Contract: For directors who also serve as company officers, covering both management and board responsibilities
• Non Executive Director Agreement: For independent board members who provide oversight without day-to-day management duties
• Medical Director Agreement: Tailored for healthcare facilities, addressing clinical oversight and compliance requirements
• Nominee Director Agreement: Used when a director represents specific shareholders or stakeholder interests
• Directors Loan Agreement: Governs financial arrangements between directors and the company

• Board Members: Sign Director Agreements when joining the board, agreeing to fulfill duties and meet governance standards
• Corporate Legal Teams: Draft and customize agreements to protect company interests and ensure regulatory compliance
• Company Officers: Review and implement agreements, ensuring board members meet their obligations
• Outside Legal Counsel: Advise on agreement terms and help negotiate specific provisions for complex situations
• Corporate Secretary: Maintains signed agreements and monitors compliance with terms
• Shareholders: Benefit from proper governance and oversight established by these agreements

• Director Details: Gather full legal name, contact information, and any specific board role or committee assignments
• Term Information: Define start date, length of service, and any renewal conditions
• Compensation Package: Document meeting fees, annual retainers, stock options, and expense reimbursement policies
• Company Policies: Review bylaws, governance guidelines, and compliance requirements
• Key Responsibilities: List specific duties, meeting attendance requirements, and time commitments
• Legal Protections: Include indemnification terms and D&O insurance coverage details
• Template Selection: Use our platform to generate a customized Director Agreement that incorporates all essential elements

• Identification: Full legal names of director and company, plus board position details
• Term and Scope: Duration of appointment, renewal terms, and specific board responsibilities
• Compensation: Meeting fees, retainers, equity grants, and expense reimbursement policies
• Fiduciary Duties: Loyalty, care, and good faith obligations under state corporate law
• Confidentiality: Protection of company secrets and insider information
• Indemnification: Company's commitment to protect directors from legal liability
• Termination: Conditions for ending the agreement and post-service obligations
• Governing Law: State jurisdiction and dispute resolution procedures

A Director Agreement differs significantly from a Director Services Agreement. While both involve board members, their scope and purpose serve different needs. Let's explore the key distinctions:

• Primary Purpose: Director Agreements establish the fundamental relationship between a board member and the company, covering governance duties and fiduciary responsibilities. Director Services Agreements focus on specific additional services beyond standard board duties
• Compensation Structure: Director Agreements typically include standard board fees and equity compensation. Services Agreements often involve separate consulting fees or project-based payments
• Duration and Commitment: Director Agreements align with board terms and continue until resignation or removal. Services Agreements usually have defined project timeframes or specific deliverables
• Legal Obligations: Director Agreements emphasize fiduciary duties and corporate governance. Services Agreements focus more on deliverables, performance metrics, and specific service standards