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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
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
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
Applicable Laws
Board
Business Day
CAMA
Change of Control
Company
Company Group
Commencement Date
Confidential Information
Contractor Fee
Corporate Governance Code
Director Duties
Effective Date
Executive Director
Good Industry Practice
Intellectual Property Rights
Independent Contractor Services
Material Breach
Notice
Parent Company
Parties
Performance Metrics
Restricted Business
Services
Subsidiary
Term
Territory
Termination Date
Third Party
Working Hours
Conflict of Interest
Competing Business
Deliverables
Force Majeure Event
Governing Law
Group Company
Indemnified Persons
Key Performance Indicators
Non-Competition Period
Personal Data
Professional Standards
Regulatory Requirements
Related Party
Remuneration
Representatives
Specified Hours
Taxes
Appointment
Term and Renewal
Independent Contractor Status
Director Duties
Authority and Limitations
Services
Performance Standards
Time Commitment
Remuneration
Expenses
Taxation
Regulatory Compliance
Corporate Governance
Board Meetings
Reporting Requirements
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Conflict of Interest
Representations and Warranties
Insurance
Indemnification
Force Majeure
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Assignment
Variation
Severability
Notices
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Counterparts
Financial Services
Technology
Manufacturing
Oil and Gas
Telecommunications
Professional Services
Healthcare
Real Estate
Fast-moving Consumer Goods
Agriculture
Mining
Construction
Education
Retail
Energy
Legal
Human Resources
Corporate Governance
Compliance
Finance
Board Secretariat
Risk Management
Corporate Affairs
Executive Office
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
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