The Directors Service Agreement is a crucial document used when appointing directors to companies registered in Malta. It serves as the primary contract governing the relationship between the company and its directors, whether executive or non-executive. This agreement is essential for compliance with the Maltese Companies Act (Cap. 386) and related regulations, providing clear terms of engagement, responsibilities, remuneration, and performance expectations. The document is particularly important in Malta's corporate environment, where companies must maintain strong governance structures and clear accountability. It typically includes comprehensive provisions for confidentiality, intellectual property rights, and post-termination obligations, while addressing specific requirements of Malta's financial services and gaming sectors where applicable.

1. Parties: Identification of the company and the director, including full legal names and addresses

2. Background: Context of the appointment, including company details and the basis for the director's appointment

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document

4. Appointment and Term: Terms of appointment, position, and duration (fixed term or ongoing)

5. Duties and Responsibilities: Detailed description of the director's role, duties under Companies Act and general fiduciary duties

6. Time Commitment: Expected time dedication to the role and any restrictions on other appointments

7. Remuneration and Benefits: Salary, fees, bonuses, and other benefits including pension arrangements

8. Expenses: Policy on reimbursement of business expenses

9. Place of Work: Primary location and travel requirements

10. Confidentiality: Obligations regarding confidential information during and after appointment

11. Data Protection: Compliance with GDPR and local data protection laws

12. Intellectual Property: Ownership and rights to intellectual property created during directorship

13. Termination: Circumstances and procedures for ending the agreement

14. Post-Termination Obligations: Continuing duties and restrictions after termination

15. Company Policies: Compliance with corporate governance and internal policies

16. Notices: How formal communications between parties should be made

17. Governing Law and Jurisdiction: Confirmation of Maltese law governance and jurisdiction