Managing Director Agreement Template for Philippines

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Key Requirements PROMPT example:

Managing Director Agreement

"I need a Managing Director Agreement for a technology startup in Manila, with strong IP protection clauses and stock option provisions, to be effective from March 1, 2025."

Document background
The Managing Director Agreement is a crucial document used when appointing a senior executive to lead and manage a company's operations in the Philippines. This agreement is essential for establishing clear terms of engagement between the company and its top executive, ensuring compliance with Philippine corporate and employment laws. The document typically includes comprehensive details about the role's responsibilities, compensation structure, performance expectations, and termination provisions. It must align with various Philippine regulations, including the Corporation Code, Labor Code, and relevant tax laws. The agreement becomes particularly important in contexts where corporate governance is paramount, such as in regulated industries or listed companies, and when clear delineation of authority and accountability is required.
Suggested Sections

1. Parties: Identifies the company and the Managing Director, including their complete legal names and addresses

2. Background: Explains the context of the appointment and the company's desire to engage the Managing Director

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details the position, appointment date, and duration of the agreement

5. Duties and Responsibilities: Comprehensive outline of the Managing Director's roles, duties, and reporting relationships

6. Time Commitment: Specifies expected working hours and availability requirements

7. Compensation and Benefits: Details salary, bonuses, equity arrangements, and other benefits

8. Expenses: Outlines reimbursement policies for business-related expenses

9. Leave Entitlements: Specifies vacation, sick leave, and other time-off benefits

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Intellectual Property: Assignment of IP rights for work created during directorship

12. Termination: Grounds and procedures for termination, notice periods, and consequences

13. Post-Termination Obligations: Continuing obligations after the agreement ends

14. Governing Law: Specifies Philippine law as governing law and jurisdiction

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Compete: Restrictions on competing activities, used when protecting market position is crucial

2. Non-Solicitation: Restrictions on soliciting employees or clients, used when protecting relationships is important

3. Corporate Governance: Additional provisions for listed companies or regulated industries

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

5. International Travel: Terms for international assignments or travel, used for multinational companies

6. Change of Control: Provisions dealing with company ownership changes, important for listed or acquisition-target companies

7. Insurance and Indemnification: Detailed insurance coverage and indemnity terms, important for high-risk industries

8. Representation on Other Boards: Terms for serving on other boards, used when allowing external directorships

Suggested Schedules

1. Schedule 1 - Compensation Package: Detailed breakdown of salary, bonuses, and benefits structure

2. Schedule 2 - Position Description: Detailed job description and key responsibilities

3. Schedule 3 - Performance Metrics: KPIs and performance evaluation criteria

4. Schedule 4 - Company Policies: Key company policies applicable to the Managing Director

5. Schedule 5 - Benefits Summary: Detailed description of all benefits and entitlements

6. Schedule 6 - Restricted Activities: List of prohibited activities under non-compete/non-solicitation

7. Appendix A - Board Resolution: Copy of board resolution approving the appointment

8. Appendix B - Statutory Declaration: Required declarations under Philippine corporate law

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Manufacturing

Technology and Software

Real Estate and Property Development

Retail and Consumer Goods

Healthcare and Pharmaceuticals

Energy and Utilities

Telecommunications

Professional Services

Construction and Infrastructure

Agriculture and Food Processing

Mining and Natural Resources

Transportation and Logistics

Education and Training

Media and Entertainment

Relevant Teams

Legal

Human Resources

Corporate Secretariat

Board of Directors

Executive Management

Compensation and Benefits

Compliance

Finance

Corporate Governance

Risk Management

Relevant Roles

Managing Director

Chief Executive Officer

Executive Director

Country Manager

General Manager

Regional Director

Division Head

President

Chief Operating Officer

Vice President

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Defines the legal framework for corporations, including the roles, responsibilities, and qualifications of directors and officers
Labor Code of the Philippines (Presidential Decree No. 442): Governs employment relationships, including terms of employment, compensation, benefits, and termination provisions for employees including top executives
National Internal Revenue Code: Covers taxation aspects of executive compensation, including salary, bonuses, and benefits
Social Security Law (Republic Act No. 11199): Mandates social security coverage and contributions for employees, including executive positions
Securities Regulation Code (Republic Act No. 8799): Relevant for managing directors of publicly listed companies, covering disclosure requirements and insider trading regulations
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and protection of personal information, including executive employment records
Anti-Graft and Corrupt Practices Act (Republic Act No. 3019): Sets ethical standards and anti-corruption measures that managing directors must comply with, especially when dealing with government transactions
Civil Code of the Philippines (Republic Act No. 386): Provides general provisions on contracts and obligations that apply to employment agreements
Philippine Competition Act (Republic Act No. 10667): Relevant for non-compete and confidentiality provisions in managing director agreements
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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