Executive Director Independent Contractor Agreement for Nigeria

Executive Director Independent Contractor Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes the terms and conditions for engaging an Executive Director as an independent contractor rather than an employee. The document complies with the Companies and Allied Matters Act (CAMA) 2020 and relevant Nigerian legislation while defining the scope of directorial duties, remuneration terms, and maintaining the independent contractor status. It includes provisions for corporate governance, confidentiality, intellectual property rights, and termination procedures, specifically tailored to meet Nigerian regulatory requirements and business practices.

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What is a Executive Director Independent Contractor Agreement?

This Executive Director Independent Contractor Agreement is designed for use by Nigerian companies seeking to engage executive-level directors in a non-employment capacity. It addresses the unique requirements of Nigerian corporate law under CAMA 2020 while maintaining the independent contractor status of the executive director. The document is particularly relevant when companies need flexible executive arrangements, such as part-time directors, advisory directors, or directors serving multiple boards. The agreement includes comprehensive provisions for director duties, corporate governance compliance, remuneration structures, and risk management, while ensuring clear distinction from employment relationships. It's specifically crafted to protect both parties' interests while maintaining compliance with Nigerian tax laws, labor regulations, and corporate governance requirements.

What sections should be included in a Executive Director Independent Contractor Agreement?

1. Parties: Identification of the contracting parties - the company and the independent contractor

2. Background: Context of the agreement and general purpose of the appointment

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Scope of appointment as executive director and independent contractor, term duration, and renewal provisions

5. Duties and Responsibilities: Detailed description of executive director duties, reporting lines, and performance expectations

6. Independent Contractor Status: Clear establishment of independent contractor relationship and distinction from employment

7. Time Commitment: Expected time dedication and flexibility arrangements

8. Remuneration and Payment Terms: Compensation structure, payment schedule, and expense reimbursement

9. Tax and Statutory Obligations: Tax responsibilities and statutory compliance requirements

10. Intellectual Property: Ownership and protection of IP created during the engagement

11. Confidentiality: Protection of company information and trade secrets

12. Data Protection: Compliance with NDPR 2019 and data handling requirements

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients

14. Termination: Grounds and procedures for contract termination

15. Post-Termination Obligations: Continuing obligations after contract end

16. Dispute Resolution: Procedures for resolving disputes and applicable jurisdiction

17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Executive Director Independent Contractor Agreement?

1. Corporate Governance Compliance: Additional provisions for compliance with specific corporate governance codes, used when the company is listed or in regulated industries

2. Performance Metrics: Specific KPIs and performance evaluation criteria, used when performance-based compensation is included

3. Share Options/Equity Participation: Terms of any share option or equity participation schemes, included if equity compensation is offered

4. Insurance and Indemnification: Specific insurance requirements and indemnification provisions, used for high-risk roles or industries

5. International Travel: Terms regarding international travel and related compensations, included if role requires significant travel

6. Subsidiary Board Positions: Terms for serving on boards of subsidiary companies, used in group company structures

7. Force Majeure: Provisions for unforeseen circumstances affecting contract performance, particularly relevant post-COVID

8. Anti-Corruption Compliance: Detailed anti-corruption provisions, especially important for companies with international operations

What schedules should be included in a Executive Director Independent Contractor Agreement?

1. Schedule 1: Scope of Services: Detailed breakdown of services to be provided and specific responsibilities

2. Schedule 2: Remuneration Structure: Detailed compensation terms, including any variable components

3. Schedule 3: Company Policies: List of applicable company policies and procedures

4. Schedule 4: Board and Committee Memberships: List of board and committee positions to be held

5. Schedule 5: Performance Metrics: Detailed KPIs and performance evaluation criteria

6. Appendix A: Conflict of Interest Declaration: Declaration of any existing conflicts of interest

7. Appendix B: Confidentiality Agreement: Detailed confidentiality terms and requirements

8. Appendix C: Code of Conduct: Company's code of conduct and ethical requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Oil and Gas

Telecommunications

Professional Services

Healthcare

Real Estate

Fast-moving Consumer Goods

Agriculture

Mining

Construction

Education

Retail

Energy

Relevant Teams

Legal

Human Resources

Corporate Governance

Compliance

Finance

Board Secretariat

Risk Management

Corporate Affairs

Executive Office

Relevant Roles

Executive Director

Non-Executive Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Strategy Officer

Regional Director

Division Director

Advisory Director

Board Member

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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