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1. Parties: Identification of the company and the manager, including full legal names, addresses, and registration details
2. Background: Context of the appointment, corporate structure, and basis for the management relationship
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Board', 'Group Companies', etc.
4. Appointment and Term: Formal appointment as managing director, term of appointment, and renewal provisions
5. Duties and Responsibilities: Scope of management services, reporting lines, and specific responsibilities
6. Time Commitment and Exclusivity: Expected time dedication and any restrictions on other activities
7. Remuneration: Base fee, variable compensation, and payment terms
8. Expenses: Policy on reimbursement of business expenses
9. Corporate Governance: Compliance with statutory duties, articles of association, and corporate governance code
10. Confidentiality: Protection of company confidential information and trade secrets
11. Intellectual Property: Ownership and transfer of IP created during the management relationship
12. Data Protection: GDPR compliance and personal data processing provisions
13. Termination: Grounds for termination, notice periods, and consequences of termination
14. Post-Termination Obligations: Continuing duties and return of company property
15. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. D&O Insurance: Details of directors' and officers' liability insurance, used when the company provides such coverage
2. Share Options: Terms of any share option or equity participation schemes, included when equity compensation is offered
3. International Services: Provisions for management services across multiple jurisdictions, used for international groups
4. Non-Competition: Post-termination restrictions on competing activities, included based on business needs and enforceability
5. Illness and Incapacity: Provisions for continued service during illness or incapacity, particularly relevant if quasi-employment relationship
6. Corporate Opportunities: Handling of business opportunities, included for larger corporations or specific industries
7. Group Company Provisions: Additional terms for management of group companies, used in corporate group structures
8. Pension Arrangements: Any pension or retirement benefit provisions, included if such benefits are offered
1. Schedule 1 - Services Description: Detailed outline of management services and key performance indicators
2. Schedule 2 - Remuneration Structure: Detailed breakdown of fee structure, bonuses, and benefits
3. Schedule 3 - Company Policies: List of applicable company policies and procedures
4. Schedule 4 - Group Companies: List of group companies covered by the agreement
5. Schedule 5 - Approved Outside Interests: List of pre-approved external appointments or business interests
6. Appendix A - Power of Attorney: Formal authorization of management powers, if applicable
7. Appendix B - Corporate Governance Code Compliance: Specific provisions from the Dutch Corporate Governance Code applicable to the role
Articles of Association
Board
Board Rules
Business Day
Company
Confidential Information
Corporate Governance Code
Director
Effective Date
General Meeting
Group
Group Company
Intellectual Property Rights
Management Board
Manager
Notice
Parent Company
Parties
Remuneration
Services
Shareholders
Subsidiary
Supervisory Board
Term
Territory
Variable Compensation
Works Council
Business Plan
Budget
Cause
Change of Control
Competing Business
Good Cause
Management Services
Performance Targets
Related Party
Termination Date
Term
Services
Duties and Responsibilities
Authority and Limitations
Time Commitment
Exclusivity
Remuneration
Bonus
Expenses
Corporate Governance
Reporting
Board Meetings
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Conflicts of Interest
Insurance
Indemnification
Force Majeure
Termination
Garden Leave
Notice
Consequences of Termination
Post-Termination Obligations
Company Property
Assignment
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Notices
Governing Law
Jurisdiction
Counterparts
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Energy
Real Estate
Telecommunications
Transportation and Logistics
Construction
Media and Entertainment
Agriculture
Education
Legal
Human Resources
Company Secretariat
Board of Directors
Executive Committee
Supervisory Board
Compliance
Finance
Corporate Governance
Risk Management
Managing Director
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Statutory Director
Executive Director
Board Member
General Manager
Country Manager
Regional Director
Division Head
Managing Partner
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