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A Director Services Agreement lays out the formal relationship between a company and a member of its board of directors. This contract spells out key details like compensation, time commitments, confidentiality obligations, and the specific duties the director will handle for the organization.

Beyond basic governance responsibilities, these agreements protect both parties by clearly defining performance expectations, liability coverage, and termination terms. They're especially important for independent directors of public companies, where SEC regulations and fiduciary duties require careful documentation of roles and responsibilities.

Use a Director Services Agreement when bringing new board members into your organization, especially independent directors for public companies. This agreement becomes essential during leadership transitions, company expansions, or when adding specialized expertise to your board.

The timing is particularly critical for startups preparing for funding rounds, companies planning IPOs, or organizations restructuring their governance. Having this agreement in place before directors begin their service helps prevent misunderstandings about roles, responsibilities, and compensation���������������������������while ensuring compliance with SEC requirements and state corporate laws.

• Executive Director Agreements: Detailed contracts for full-time board members with operational roles, including performance metrics and executive compensation
• Independent Director Agreements: Focus on oversight duties, meeting attendance, and maintaining independence requirements
• Specialized Committee Agreements: Enhanced terms for directors serving on audit, compensation, or governance committees
• Startup Board Agreements: Emphasize equity compensation, advisory roles, and scaling responsibilities
• Non-Profit Director Agreements: Address volunteer service, conflict of interest policies, and fundraising duties

• Board of Directors: Signs and follows the agreement, carrying out governance duties while receiving protection and compensation
• Corporate Legal Counsel: Drafts and reviews agreements, ensures compliance with SEC regulations and state laws
• Company Secretary: Maintains agreements, tracks compliance, and coordinates board documentation
• CEO and Executive Team: Works with directors under the agreement's framework, implements board decisions
• Shareholders: Benefit from clear governance structure and director accountability established by these agreements

• Director Details: Gather full legal name, contact information, and professional qualifications of the incoming director
• Role Specifics: Define board position, committee assignments, and expected time commitments
• Compensation Terms: Document all forms of payment including meeting fees, annual retainers, and equity arrangements
• Company Policies: Review existing governance documents, bylaws, and compliance requirements
• Legal Framework: Check state corporate laws and SEC requirements for public companies
• Document Generation: Use our platform to create a customized agreement that includes all required elements and protections

• Appointment Terms: Clear statement of role, duration, and board position specifics
• Duties and Responsibilities: Detailed outline of governance obligations, meeting attendance, and committee work
• Compensation Structure: All forms of payment, including fees, stock options, and expense reimbursement
• Confidentiality Provisions: Protection of company information and trade secrets
• Fiduciary Obligations: Statement of loyalty, care, and good faith requirements
• Liability and Indemnification: Insurance coverage and protection parameters
• Termination Clauses: Conditions and procedures for ending the agreement
• Governing Law: Applicable state jurisdiction and dispute resolution methods

A Director Services Agreement differs significantly from a Director Appointment Agreement. While both involve board members, they serve distinct purposes in corporate governance.

• Scope and Detail: Director Services Agreements are comprehensive contracts covering ongoing duties, compensation, and liabilities. Appointment Agreements simply formalize the initial selection and basic position terms.
• Duration Focus: Services Agreements govern the entire term of service, while Appointment Agreements primarily address the onboarding process.
• Legal Requirements: Services Agreements include detailed fiduciary obligations and SEC compliance terms. Appointment Agreements mainly satisfy state corporate law requirements for director elections.
• Typical Usage: Services Agreements are common for independent directors and committee chairs. Appointment Agreements are used for all board members as basic documentation of their position.