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Nominee Director Agreement Template for United States

A Nominee Director Agreement is a legal contract under U.S. law that establishes the terms and conditions under which an individual agrees to serve as a director on behalf of another party. This document outlines the responsibilities, obligations, and protections afforded to the nominee director while ensuring compliance with federal and state corporate laws, including fiduciary duties and corporate governance requirements. It addresses crucial aspects such as indemnification, compensation, and termination conditions, while adhering to relevant SEC regulations and state-specific corporate statutes.

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What is a Nominee Director Agreement?

The Nominee Director Agreement is essential when companies need to appoint directors to represent specific interests while maintaining legal compliance. This document becomes particularly relevant in situations involving corporate restructuring, international business operations, or when maintaining specific ownership structures. The agreement, governed by U.S. law, ensures proper documentation of the nominee arrangement while protecting both the appointing entity and the nominee director. It includes comprehensive details about roles, responsibilities, indemnification, and compliance requirements, serving as a crucial governance document that helps maintain transparency and legal compliance in corporate operations.

What sections should be included in a Nominee Director Agreement?

1. Parties: Identifies the appointing company and nominee director

2. Background: Explains context and purpose of nominee arrangement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment and duration

5. Duties and Obligations: Specific responsibilities of the nominee director

6. Compensation: Payment terms and benefits

7. Indemnification: Protection provisions for the nominee director

8. Termination: Conditions for ending the agreement

What sections are optional to include in a Nominee Director Agreement?

1. Insurance: Details of D&O insurance requirements and coverage

2. Confidentiality: Non-disclosure provisions and handling of sensitive information

3. Compliance Requirements: Specific regulatory obligations for regulated industries or public companies

What schedules should be included in a Nominee Director Agreement?

1. Schedule A - Compensation Details: Detailed breakdown of fees, benefits, and payment terms

2. Schedule B - Company Information: Corporate details and structure

3. Schedule C - Board Policies: Relevant corporate governance policies and procedures

4. Appendix 1 - Indemnification Terms: Detailed indemnification provisions and protection mechanisms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Ƶ

Document Type

Director Agreement

Cost

Free to use

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