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1. Parties: Identification of the company and the executive director as independent contractor
2. Background: Context of the appointment, including the company's need for executive services and the contractor's expertise
3. Definitions and Interpretation: Key terms used in the agreement, including 'Services', 'Board', 'Confidential Information', and interpretation rules
4. Appointment and Status: Confirmation of appointment as both executive director and independent contractor, explicitly stating non-employment status
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Duties and Responsibilities: Detailed description of executive and director duties, reporting relationships, and performance expectations
7. Time Commitment: Expected time dedication while maintaining independent contractor status
8. Remuneration and Expenses: Fee structure, payment terms, reimbursable expenses, and tax responsibilities
9. Fiduciary Duties: Standard of care, loyalty, and fiduciary responsibilities as per Companies Act
10. Confidentiality: Protection of company information during and after the agreement term
11. Intellectual Property: Ownership and rights to work product created during the engagement
12. Independence and Non-Exclusivity: Confirmation of contractor status and right to provide services to others (subject to restrictions)
13. Corporate Governance: Compliance with King IV Code and company governance requirements
14. Indemnification and Insurance: Director liability protection and insurance requirements
15. General Provisions: Standard clauses including notices, entire agreement, governing law, and dispute resolution
1. Non-Compete: Restrictions on competitive activities, used when director has access to sensitive strategic information
2. Share Options/Incentives: Details of any share-based compensation, used when equity incentives are part of the package
3. Board Committee Participation: Specific duties related to board committee membership, used when director will serve on specific committees
4. International Travel: Terms for international responsibilities, used when role involves multi-jurisdiction duties
5. Succession Planning: Handover requirements and succession planning duties, used for key executive positions
6. Shareholder Approval: Requirements for shareholder approval of appointment or terms, used for listed companies
7. Related Party Transactions: Procedures for handling related party transactions, used when director has other business interests
8. Performance Metrics: Specific KPIs and performance evaluation criteria, used when compensation is linked to performance
1. Schedule 1: Services Description: Detailed scope of executive and director services to be provided
2. Schedule 2: Fee Structure: Detailed breakdown of fees, payment intervals, and calculation methods
3. Schedule 3: Company Policies: List of key company policies the director must comply with
4. Schedule 4: Board and Committee Meeting Schedule: Expected meeting commitments and time requirements
5. Schedule 5: Approved Outside Interests: List of pre-approved directorships or business interests
6. Appendix A: Declaration of Interests: Initial declaration of director's business interests and potential conflicts
7. Appendix B: Confidentiality Agreement: Detailed confidentiality terms and requirements
8. Appendix C: Insurance Coverage: Details of director and officer liability insurance coverage
Applicable Laws
Board
Business Day
Companies Act
Company
Company Group
Company Policies
Confidential Information
Contractor
Contractor Fee
Director Duties
Effective Date
Executive Services
Financial Year
Good Industry Practice
Intellectual Property Rights
King IV Code
Material Breach
MOI
Notice
Parties
Personal Information
POPIA
Prohibited Acts
Related Persons
Services
Signature Date
Subsidiary
Term
Termination Date
Territory
VAT
Working Hours
Board Committees
Conflict of Interest
Corporate Governance Framework
Deliverables
Director Indemnification
JSE Listings Requirements
Key Performance Indicators
Professional Standards
Restricted Period
Share Scheme Rules
Shareholders
Term
Independent Contractor Status
Services
Duties and Responsibilities
Authority and Limitations
Board Participation
Time Commitment
Remuneration
Expenses
Tax Obligations
Corporate Governance
Fiduciary Duties
Performance Standards
Reporting Requirements
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Conflict of Interest
Outside Activities
Company Resources
Representation and Warranties
Indemnification
Insurance
Force Majeure
Termination
Notice
Assignment
Variation
Severability
Entire Agreement
Governing Law
Dispute Resolution
Good Faith
Compliance with Laws
Anti-Corruption
Director Liability
Share Dealings
Related Party Transactions
Succession Planning
Handover Obligations
Survival
Waiver
Financial Services
Mining and Resources
Technology
Manufacturing
Healthcare
Retail
Professional Services
Telecommunications
Energy
Real Estate
Agriculture
Education
Construction
Transport and Logistics
Board of Directors
Executive Committee
Corporate Governance
Legal
Human Resources
Company Secretariat
Risk and Compliance
Finance
Strategy
Chief Executive Officer
Managing Director
Executive Director
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Chief Marketing Officer
Chief Strategy Officer
Executive Chairman
Regional Director
Divisional Director
Non-Executive Director transitioning to Executive Role
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