Director's Service Agreement Template

A Directors Service Agreement (DSA) is a legally binding contract that outlines the terms and conditions of a director’s employment with a company. It serves as a comprehensive guide for both the director and the company, ensuring clarity and transparency in their relationship. A well-crafted DSA is essential for establishing a strong foundation for the director’s role and protecting the interests of both parties.

Key Components of a Directors Service Agreement Template

A typical DSA includes several key components:

Parties to the Agreement

Company: The name and legal structure of the company.

Director: The name and position of the director.

Term of the Agreement

Commencement Date: The date the agreement becomes effective.

Term: The duration of the agreement, which can be a fixed term or at-will.

Renewal Provisions: If applicable, the terms for renewing the agreement.

Compensation and Benefits

Base Salary: The director’s annual salary.

Incentive Compensation: Any bonuses, commissions, or equity awards.

Benefits: Health insurance, retirement plans, and other benefits.

Reimbursement: Expenses incurred on behalf of the company.

Duties and Responsibilities

Fiduciary Duties: The director’s obligations to act in the best interests of the company.

Specific Duties: Any additional responsibilities assigned to the director.

Time Commitment: The amount of time the director is expected to devote to the company.

Confidentiality and Non-Compete

Confidentiality: The director’s obligation to keep company information confidential.

Non-Compete: Restrictions on the director’s ability to compete with the company after termination.

Termination

Termination by the Company: The circumstances under which the company may terminate the agreement.

Termination by the Director: The circumstances under which the director may terminate the agreement.

Severance Pay: Any payments or benefits the director may receive upon termination.

Indemnification

Company’s Indemnification Obligation: The company’s obligation to defend and indemnify the director against certain claims.

Director’s Indemnification Obligation: The director’s obligation to indemnify the company against certain claims.

Governing Law and Dispute Resolution

Governing Law: The state or country whose laws will govern the agreement.

Dispute Resolution: The method for resolving disputes, such as arbitration or litigation.

Miscellaneous Provisions

Entire Agreement: A statement that the agreement constitutes the entire understanding between the parties.

Notices: The method for providing notices under the agreement.

Assignment: Restrictions on the assignment of the agreement.

Force Majeure: Excuses for non-performance due to events beyond the parties’ control.

Design Elements for a Professional Directors Service Agreement Template

To create a professional and trustworthy DSA template, consider the following design elements:

Clear and Concise Language: Use simple, straightforward language that is easy to understand.

Consistent Formatting: Maintain consistent formatting throughout the document, including font, font size, spacing, and headings.

Professional Layout: Use a clean and professional layout that is visually appealing and easy to read.

Headings and Subheadings: Use headings and subheadings to organize the content and make it easier to navigate.

White Space: Use white space effectively to create a visually appealing document and improve readability.

Professional Branding: If applicable, incorporate the company’s branding elements into the template.

Additional Considerations

Legal Review: It is essential to have a legal professional review the DSA to ensure it complies with applicable laws and regulations.

Negotiation: The DSA is a negotiable document, and both parties should have the opportunity to discuss and agree upon its terms.

Regular Review: The DSA should be reviewed periodically to ensure it remains relevant and up-to-date.

By carefully considering these components and design elements, you can create a professional and effective Directors Service Agreement template that protects the interests of both the company and the director.