The Director's Service Agreement is a crucial document used when appointing executive directors to a company's board in Hong Kong. It serves as the primary contract governing the relationship between the company and its director, establishing clear terms of engagement, responsibilities, and expectations. This document is essential for compliance with Hong Kong's Companies Ordinance and corporate governance requirements, particularly for both listed and private companies. The agreement typically includes comprehensive provisions covering remuneration, duties, confidentiality, intellectual property rights, and termination procedures. It's particularly important for risk management and regulatory compliance, ensuring that both the company and director understand their respective rights and obligations under Hong Kong law.

1. Parties: Identification of the company and the director, including their respective addresses and company registration/identification details

2. Background: Context of the appointment, including any relevant board resolutions and shareholders' approvals

3. Definitions: Key terms used throughout the agreement, including 'Board', 'Group', 'Confidential Information', etc.

4. Appointment and Term: Details of the director's role, position, and duration of appointment

5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory obligations, board meeting attendance, and specific responsibilities

6. Time Commitment: Expected time dedication to the role and provisions regarding other commitments

7. Remuneration: Base salary, bonuses, share options, and other benefits

8. Expenses: Provisions for reimbursement of reasonable expenses incurred in performing duties

9. Place of Work: Primary location and travel requirements

10. Vacation and Leave: Annual leave entitlement and holiday provisions

11. Confidentiality: Obligations regarding company information and trade secrets

12. Intellectual Property: Assignment of IP rights created during directorship

13. Restrictive Covenants: Non-compete and non-solicitation provisions

14. Termination: Grounds for termination, notice periods, and consequences

15. Company Policies: Compliance with internal policies and procedures

16. Governing Law: Hong Kong law as governing law and jurisdiction

17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices