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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."
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
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
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
Appointment
Board
Business
Business Day
Cause
Company
Company Group
Company Property
Confidential Information
Effective Date
Good Reason
Intellectual Property Rights
Managing Director
Material Breach
Notice Period
Parent Company
Performance Targets
Prohibited Business
Remuneration
Restricted Period
Securities
Services
Share Option Scheme
Subsidiary
Term
Territory
Termination Date
Trade Secrets
Variable Pay
Business Plan
Competing Business
Key Performance Indicators
Material Transaction
Related Party
Annual Review
Base Salary
Board Resolution
Company Policies
Conflict of Interest
Corporate Opportunity
Directors and Officers Insurance
Executive Committee
Fiscal Year
Intellectual Property
Management Committee
Performance Bonus
Prohibited Activities
Regulatory Requirements
SEC
Shareholders
Term
Duties and Responsibilities
Authority
Time Commitment
Location
Remuneration
Performance Bonus
Benefits
Expenses
Leave Entitlement
Insurance
Stock Options
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Conflict of Interest
Corporate Opportunity
Board Reporting
Performance Review
Professional Development
Company Property
Representation and Warranties
Termination
Garden Leave
Post-Termination Obligations
Severance
Notice
Force Majeure
Assignment
Variation
Severability
Entire Agreement
Governing Law
Dispute Resolution
Indemnification
Regulatory Compliance
Amendment
Waiver
Third Party Rights
Counterparts
Notices
Survival
Corporate Governance
Ethics and Compliance
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
Legal
Human Resources
Corporate Secretariat
Board of Directors
Executive Management
Compensation and Benefits
Compliance
Finance
Corporate Governance
Risk Management
Managing Director
Chief Executive Officer
Executive Director
Country Manager
General Manager
Regional Director
Division Head
President
Chief Operating Officer
Vice President
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