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Directors Service Contract

Directors Service Contract Template for Netherlands

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Key Requirements PROMPT example:

Directors Service Contract

I need a Directors Service Contract under Dutch law for appointing a new CTO to our technology startup, with specific provisions for share options and flexibility for international work, starting March 1, 2025.

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Document background
The Directors Service Contract is a fundamental document used when appointing statutory directors (bestuurders) to Dutch companies, whether private (BV) or public (NV) entities. This agreement is essential for establishing clear governance structures and ensuring compliance with Dutch corporate law requirements. It differs from standard employment agreements due to the dual legal relationship created under Dutch law - the corporate appointment as a director and the service relationship with the company. The document typically includes comprehensive provisions on responsibilities, remuneration, benefits, and termination conditions, while adhering to specific requirements under Dutch corporate law, tax regulations, and where applicable, the Dutch Corporate Governance Code. It's particularly important for ensuring proper corporate governance and protecting both the company's and director's interests.
Suggested Sections

1. Parties: Identification of the company and the director, including registered addresses and company details

2. Background: Context of the appointment, including any relevant corporate approvals

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Term: Details of the director's role, position, and duration of appointment

5. Duties and Responsibilities: Detailed description of the director's duties, including statutory obligations and specific responsibilities

6. Time Commitment: Expected working hours and commitment to the role

7. Remuneration: Base salary, bonuses, and other financial benefits

8. Expenses: Policy on reimbursement of business expenses

9. Benefits: Additional benefits such as pension, insurance, and company car

10. Holiday and Leave: Holiday entitlement and procedures for taking leave

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Intellectual Property: Ownership and rights regarding IP created during directorship

13. Data Protection: Compliance with GDPR and handling of personal data

14. Termination: Grounds and procedures for termination of the agreement

15. Post-Termination Obligations: Continuing obligations after the end of the agreement

16. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

Optional Sections

1. Share Options: Details of any share option schemes or equity participation - include for listed companies or when equity incentives are offered

2. International Travel: Specific provisions for international duties and travel - include for multinational companies

3. Corporate Governance: Additional governance requirements - include for listed companies or regulated sectors

4. External Positions: Rules regarding holding positions in other companies - include when relevant to company policy

5. Change of Control: Provisions relating to company ownership changes - include for listed companies or where M&A activity is likely

6. Garden Leave: Provisions for placing director on garden leave - include for senior positions or competitive industries

7. Clawback Provisions: Provisions for recovering variable pay - include for financial sector or listed companies

8. Regulatory Compliance: Specific regulatory obligations - include for regulated industries

Suggested Schedules

1. Schedule 1 - Remuneration Package: Detailed breakdown of all compensation elements

2. Schedule 2 - Role Description: Detailed description of responsibilities and performance expectations

3. Schedule 3 - Company Policies: List of relevant company policies the director must comply with

4. Schedule 4 - Bonus Scheme Rules: Detailed terms of any bonus or incentive schemes

5. Schedule 5 - D&O Insurance: Details of Directors and Officers liability insurance coverage

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

7. Appendix B - Conflict of Interest Declaration: Director's declaration of any existing conflicts of interest

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



















































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Telecommunications

Real Estate

Construction

Media and Entertainment

Transportation and Logistics

Education

Non-Profit Organizations

Agriculture

Mining and Resources

Relevant Teams

Legal

Human Resources

Corporate Governance

Compliance

Board Secretariat

Executive Office

Finance

Risk Management

Compensation Committee

Nomination Committee

Relevant Roles

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Executive Director

Non-Executive Director

Statutory Director

Board Member

General Manager

Country Manager

Regional Director

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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