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Nominee Director Contract
"I need a Nominee Director Contract under Belgian law for appointing a local director to represent our UK-based technology company's new Belgian subsidiary, starting March 1, 2025, with standard indemnification and compliance provisions."
1. Parties: Identification of the appointing company and the nominee director, including full legal names, addresses, and registration details
2. Background: Context of the appointment, including the company's need for a nominee director and general purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Board', 'Confidential Information', and other relevant definitions
4. Appointment and Term: Formal appointment of the nominee director, duration of the appointment, and renewal terms
5. Scope of Services: Detailed description of the nominee director's roles, responsibilities, and expected services
6. Duties and Obligations: Specific duties under Belgian law, including fiduciary duties, duty of care, and compliance requirements
7. Remuneration: Fee structure, payment terms, and expense reimbursement policies
8. Indemnification: Protection and indemnification provisions for the nominee director
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Compliance: Obligations to comply with relevant laws, regulations, and corporate governance requirements
11. Termination: Circumstances and procedures for terminating the agreement
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Insurance: Details of Directors and Officers (D&O) insurance coverage, used when specific insurance arrangements are required
2. Non-Competition: Restrictions on competing activities, included when the nominee director has access to sensitive business information
3. Power of Attorney: Specific powers granted to the nominee director, included when additional authority is required
4. Corporate Group Structure: Details of related companies and subsidiaries, included for complex corporate structures
5. Anti-Money Laundering Provisions: Specific AML obligations and procedures, included for high-risk or regulated sectors
6. Force Majeure: Provisions for unforeseen circumstances, included when specifically requested or in high-risk situations
1. Schedule 1 - Service Details: Detailed breakdown of specific services and responsibilities
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms, and expense categories
3. Schedule 3 - Company Information: Detailed information about the company, its business, and corporate structure
4. Schedule 4 - Compliance Requirements: Specific regulatory and compliance requirements applicable to the role
5. Appendix A - Board Resolution: Copy of the board resolution appointing the nominee director
6. Appendix B - Declaration of Interests: Standard form for declaring potential conflicts of interest
Authors
Appointment
Board
Business Day
Companies Code
Company
Confidential Information
Corporate Governance Code
Directors' Duties
Effective Date
Fee Schedule
Force Majeure Event
Governing Documents
Group
Indemnified Persons
Initial Term
Intellectual Property Rights
Losses
Material Breach
Nominee Director
Notice
Parent Company
Parties
Related Companies
Renewal Term
Services
Service Level Requirements
Shareholders
Subsidiary
Term
Territory
Ultimate Beneficial Owner
Working Hours
Services
Duties and Responsibilities
Authority and Powers
Remuneration
Expenses
Compliance
Regulatory Obligations
Anti-Money Laundering
Confidentiality
Data Protection
Conflicts of Interest
Non-Competition
Indemnification
Insurance
Liability Limitations
Reporting Requirements
Board Meetings
Record Keeping
Termination
Force Majeure
Assignment
Notices
Warranties
Representations
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendments
Third Party Rights
Counterparts
Financial Services
International Trade
Corporate Services
Investment Management
Real Estate
Professional Services
Manufacturing
Technology
Holding Companies
Maritime and Shipping
Private Equity
Family Offices
Legal
Compliance
Corporate Governance
Risk Management
Corporate Affairs
Board of Directors
Executive Management
Corporate Services
International Operations
Company Secretariat
Corporate Director
Managing Director
Board Member
Company Secretary
Corporate Governance Officer
Legal Counsel
Compliance Officer
Risk Manager
Corporate Services Manager
Business Development Director
International Operations Director
Chief Executive Officer
Chief Legal Officer
Corporate Affairs Director
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