Director Services Agreement Template for United States

A Director Services Agreement sets out the formal relationship between a company and its board director in the Philippines, going beyond what's covered in basic corporate documents. It spells out the director's duties, compensation, and time commitments while serving on the board.

Under Philippine Corporation Law, this agreement helps protect both parties by clearly defining confidentiality obligations, conflict of interest rules, and grounds for termination. Companies often use these agreements to attract skilled directors and ensure compliance with SEC requirements, particularly for independent directors in publicly listed firms.

Consider implementing a Director Services Agreement when bringing new directors onto your Philippine company's board, especially independent directors for publicly listed firms. This agreement becomes essential when your company needs to clearly document compensation packages, performance expectations, or specialized duties beyond standard board responsibilities.

The agreement proves particularly valuable during corporate restructuring, when expanding operations require additional director expertise, or when appointing industry specialists to oversee specific projects. It helps prevent future disputes by establishing clear terms for confidentiality, intellectual property rights, and termination procedures upfront - critical protections under Philippine corporate governance rules.

• Standard Director Agreement: Covers basic board duties, meeting attendance, and standard compensation - commonly used by private corporations
• Independent Director Agreement: Enhanced provisions for autonomy and objectivity requirements under SEC regulations
• Executive Director Agreement: Includes additional operational responsibilities and executive compensation structures
• Project-Specific Agreement: Tailored for directors appointed to oversee special initiatives or temporary assignments
• Non-Executive Director Agreement: Focus on advisory roles, with lighter time commitments and modified compensation terms

• Corporate Boards: Initiate and approve these agreements to formalize relationships with new directors and protect company interests
• Company Directors: Sign and comply with terms covering their duties, compensation, and obligations to the corporation
• Corporate Secretary: Maintains records and ensures compliance with SEC requirements and corporate governance standards
• Legal Counsel: Drafts and reviews agreements to ensure alignment with Philippine Corporation Code and SEC regulations
• HR Department: Administers compensation terms and maintains confidential personnel records for director agreements

• Director Details: Gather full legal name, qualifications, and proposed role on the board
• Compensation Package: Document all forms of remuneration, including meeting fees, annual retainers, and benefits
• Time Commitment: Specify expected hours, meeting attendance requirements, and any committee responsibilities
• Company Information: Compile corporate details, registration numbers, and relevant SEC filings
• Compliance Requirements: Review Philippine Corporation Code and SEC regulations for mandatory provisions
• Term Details: Define start date, duration, renewal conditions, and termination procedures

• Parties and Roles: Full legal names of company and director, board position, and specific duties
• Term and Tenure: Appointment duration, renewal conditions, and termination procedures
• Compensation Details: All forms of remuneration, payment schedules, and reimbursement policies
• Confidentiality Provisions: Protection of company secrets and insider information handling
• Conflict of Interest: Disclosure requirements and prohibited activities under Philippine law
• Compliance Obligations: SEC regulations, corporate governance code requirements, and reporting duties
• Governing Law: Explicit reference to Philippine Corporation Code and dispute resolution procedures

A Director Services Agreement differs significantly from a Director Appointment Agreement in both scope and detail, though they're often confused in Philippine corporate practice.

• Scope of Coverage: Director Services Agreements comprehensively outline ongoing duties, compensation, and performance expectations, while Appointment Agreements mainly focus on the initial selection and basic terms of board membership
• Legal Requirements: Services Agreements include detailed confidentiality provisions, intellectual property rights, and conflict resolution mechanisms required by SEC regulations, whereas Appointment Agreements primarily satisfy basic corporate documentation needs
• Duration and Flexibility: Services Agreements typically contain provisions for long-term engagement and service modifications, while Appointment Agreements are more static and focused on the initial appointment process
• Regulatory Compliance: Services Agreements address ongoing SEC and Philippine Stock Exchange requirements, particularly for independent directors, in greater detail than basic Appointment Agreements