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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the appointment and any relevant company background
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, effective date, and duration
5. Duties and Responsibilities: Detailed description of director's roles, responsibilities, and obligations
6. Time Commitment: Expected time dedication to the role and other commitments
7. Remuneration and Benefits: Compensation structure, including salary, bonuses, and benefits
8. Place of Work: Primary location and travel requirements
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Intellectual Property: Assignment and protection of IP rights
11. Conflicts of Interest: Provisions for declaring and managing conflicts
12. Termination: Grounds and procedures for ending the agreement
13. Post-Termination Obligations: Continuing duties and restrictions after termination
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. Listed Company Obligations: Additional obligations for directors of listed companies, include when company is listed or planning to list
2. International Travel: Specific provisions for international travel and overseas duties, include for multinational companies
3. Share Options: Details of any share option or equity participation schemes, include when equity compensation is offered
4. Performance Metrics: Specific KPIs and performance evaluation criteria, include when performance-based compensation is significant
5. Additional Board Positions: Terms for holding positions on subsidiary or group company boards, include for group companies
6. Insurance and Indemnification: Detailed provisions for D&O insurance and company indemnification, include for high-risk industries
7. Garden Leave: Provisions for garden leave during notice period, include for senior executive directors
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Structure: Detailed breakdown of salary, benefits, and bonus calculations
3. Schedule 3 - Company Policies: List of applicable company policies and procedures
4. Schedule 4 - Performance Criteria: Detailed performance evaluation metrics and targets
5. Schedule 5 - Approved Outside Directorships: List of pre-approved external board positions
6. Appendix A - Statutory Declaration: Director's statutory declarations under Companies Act 2013
7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms and requirements
Appointment
Articles of Association
Board
Business
Business Day
Company
Companies Act
Competing Business
Confidential Information
Disability
Director
Effective Date
Employment
Financial Year
Good Reason
Group
Group Company
Intellectual Property Rights
Material Breach
Memorandum of Association
Notice Period
Parent Company
Permitted Outside Appointments
Prohibited Area
Remuneration
Restricted Business
SEBI
Service Period
Shareholders
Stock Exchange
Subsidiary
Term
Territory
Trade Secrets
Working Hours
Term and Duration
Duties and Responsibilities
Powers
Time Commitment
Remuneration
Bonus
Benefits
Expenses
Leave and Holidays
Place of Work
Board Meetings
Reporting Requirements
Performance Review
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Conflicts of Interest
Outside Interests
Company Property
Director's Warranties
Company's Warranties
Insurance and Indemnification
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Severance
Force Majeure
Variation
Assignment
Notices
Severability
Waiver
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Technology
Manufacturing
Financial Services
Healthcare
Retail
Energy
Telecommunications
Real Estate
Professional Services
Education
Infrastructure
Transportation
Media and Entertainment
Consumer Goods
Pharmaceuticals
Legal
Human Resources
Corporate Governance
Board Secretariat
Compliance
Risk Management
Executive Management
Corporate Affairs
Finance
Administration
Director
Executive Director
Managing Director
Chief Executive Officer
Board Member
Independent Director
Non-Executive Director
Whole-Time Director
Company Secretary
Chief Financial Officer
Chief Operating Officer
General Counsel
HR Director
Corporate Governance Officer
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