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.
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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
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