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The Nominee Director Agreement is essential for businesses requiring professional director services in New Zealand, particularly for international companies establishing a local presence or companies requiring independent director oversight. This agreement type is commonly used when companies need to comply with local director requirements while maintaining efficient corporate governance structures. The document reflects the requirements of New Zealand's Companies Act 1993 and related legislation, establishing clear parameters for the nominee director's role, responsibilities, and protections. It includes comprehensive provisions for compliance with anti-money laundering regulations, financial reporting obligations, and corporate governance requirements specific to New Zealand. The agreement is particularly relevant for corporate service providers, international businesses, and situations requiring professional director services while ensuring proper risk management and legal compliance.

1. Parties: Identifies the appointing party and the nominee director, including their full legal names and addresses

2. Background: Sets out the context of the agreement, including the company/companies for which nominee directorship is required and the purpose of the arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Company', 'Nominee Services', 'Appointing Party', etc.

4. Appointment and Term: Details of the appointment as nominee director, including commencement date and duration

5. Duties and Responsibilities: Outlines the nominee director's duties, including statutory obligations under the Companies Act 1993 and specific requirements of the role

6. Remuneration: Details of fees, expenses, and payment terms for the nominee director services

7. Instructions and Communications: Procedures for how the appointing party will provide instructions and how communications will be managed

8. Compliance Obligations: Specific requirements regarding legal compliance, including AML/CFT obligations and corporate governance requirements

9. Indemnification: Provisions for indemnifying the nominee director against claims and liabilities arising from their role

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Termination: Conditions and procedures for terminating the agreement

12. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement