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A Director Services Agreement sets out the formal relationship between a company and its board director, spelling out their duties, compensation, and legal obligations. It's a vital contract that protects both parties and ensures clear expectations, especially under Canadian corporate governance requirements.

The agreement typically covers key items like meeting attendance, confidentiality rules, conflict of interest policies, and indemnification terms. It also details how the director will be paid - including fees, stock options, or other benefits - while meeting the standards set by Canadian securities regulators and provincial corporate laws.

Use a Director Services Agreement when bringing new directors onto your board, especially for Canadian public companies or larger private corporations. This agreement becomes essential before the director starts attending meetings or accessing confidential information about your business.

The timing matters most when recruiting independent directors, changing director compensation packages, or restructuring board responsibilities. It's particularly important for companies planning to go public, facing increased regulatory scrutiny, or expanding their operations across provinces - situations where clear governance documentation can prevent future disputes and compliance issues.

• Basic Independent Director Agreement: Focuses on core duties, compensation, and confidentiality - ideal for private companies and startups bringing on their first outside directors
• Executive Director Agreement: Includes additional provisions for directors who also serve in management roles, addressing dual responsibilities and compensation structures
• Committee-Specific Agreement: Contains extra provisions for directors chairing or serving on specific board committees like audit or compensation
• Venture Capital Director Agreement: Tailored for investor-appointed directors, with special attention to information rights and conflict management
• Crown Corporation Director Agreement: Includes public sector governance requirements and specific accountability measures required by Canadian federal or provincial regulations

• Board Directors: Sign the agreement and must follow its terms, including attendance requirements, confidentiality obligations, and conflict disclosure rules
• Corporate Secretary: Often drafts and maintains these agreements, ensures compliance, and keeps them updated with governance changes
• Legal Counsel: Reviews and customizes agreements to match company needs and Canadian legal requirements
• Board Chair: Typically signs on behalf of the company and oversees director compliance with agreement terms
• Governance Committee: Reviews agreement terms, recommends updates, and monitors effectiveness of director obligations

• Director Details: Gather full legal name, contact information, and any special qualifications or certifications
• Compensation Package: Document all forms of payment including meeting fees, annual retainers, and equity components
• Board Responsibilities: List specific committee assignments, meeting requirements, and time commitments
• Company Policies: Compile relevant corporate governance policies, codes of conduct, and confidentiality requirements
• Term Details: Define start date, term length, and renewal conditions
• Insurance Coverage: Confirm D&O insurance details and indemnification provisions

• Identification Section: Full legal names and addresses of both the company and director
• Appointment Terms: Role description, duration, and conditions for renewal or termination
• Duties and Obligations: Detailed outline of board responsibilities, meeting attendance, and committee roles
• Compensation Structure: All forms of remuneration, payment schedules, and expense reimbursement policies
• Confidentiality Provisions: Rules for handling sensitive information during and after board service
• Conflict of Interest: Disclosure requirements and procedures for managing conflicts
• Indemnification Terms: Protection coverage and liability limitations under Canadian law

A Director Services Agreement differs significantly from a Director Appointment Agreement in several key aspects. While both documents relate to board governance, they serve distinct purposes and contain different elements.

• Scope and Detail: Director Services Agreements are comprehensive contracts covering ongoing duties, compensation, and relationships, while Appointment Agreements focus mainly on the initial installation process and basic terms
• Time Frame: Services Agreements govern the entire term of service and include renewal provisions; Appointment Agreements primarily address the initial appointment period
• Legal Obligations: Services Agreements detail specific performance requirements, confidentiality terms, and liability protections; Appointment Agreements typically cover basic qualifications and acceptance of the role
• Compensation Structure: Services Agreements include detailed payment terms and benefits; Appointment Agreements might only reference basic compensation framework