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DIRECTOR'S SERVICE AGREEMENT
This Service Agreement is made on
Between
Company:
Address:
Director:
Address:
Identification:
For valuable consideration, the Company and the Director agree as follows:
1. DUTIES AND JOB DESCRIPTION
1.1. The Director is employed in the position of director of the board and will devote such time, attention and skill as may be reasonably required to discharge the duties of his office in relation to the role.
1.2. The Director shall provide services described in the Schedule attached hereto (the “Services”), and the Director agrees to perform such Services. The Director also agrees to perform further duties incidental to the general job description.
1.3. The Company shall provide on a timely basis, all facilities, equipment and consumables required for the performance of the Director’s duties under this Service Agreement.
2. PERIOD OF EMPLOYMENT
2.1. The Director will commence work on (“Commencement Date”).
2.2. The employment of the Director shall be, subject to the terms of this Service Agreement, for an indefinite period, unless earlier terminated upon the earliest of the following occurring (the “Term”):
- The date that the Director has not been re-elected in the Annual General Meeting; or
- The date that the Director is removed by action of one or more of the Company’s shareholders in accordance with the Company’s Clauses of Association; or
- The date that the Director resigns from the Company’s board of directors, provided that the Director previously provided to the Company 30 days advance written notice of such intention to resign.
2.3. The Director shall not be required to work on Statutory Holidays.
2.4. The Director shall be entitled to days of paid annual leave per year. Requests for leave must be approved by the Company and the timing of any leave will depend on the Company’s requirements. The annual leave year runs from 1 January to 31 December in each year. In the year of commencement or termination of employment, the Director’s leave entitlement will be calculated pro rata based on full months worked in the year.
2.5. The Director’s period of continuous employment for statutory employment rights purposes will commence on the Commencement Date. The Company will treat no previous employment as continuous with the Director’s employment with the Company.
3. RETURN OF PROPERTY
3.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Director will be, at all times, the exclusive property of the Company. The Director shall forthwith deliver all aforesaid property to the Company on the earlier of:
(a) the termination of this Agreement;
(b) upon the request, at any time, by the Company.
3.2. The Director agrees that upon termination of this Agreement, he shall at once deliver to the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in his possession, charge, control, or custody.
4. REMUNERATION
4.1. The Director shall be paid the monthly salary of (“Salary”). The Salary shall be paid in arrears on a monthly basis.
4.2. The Director shall be enrolled in the relevant mandatory provident fund scheme.
4.3. The Director is responsible for his own personal taxes of whatever kind that are due in any jurisdiction with respect to this employment.
4.4. In addition to the Compensation, the Company shall reimburse the Director payment of the following expenses within 30 days of receiving satisfactory written documentation (sufficient to be audited and included in the Company’s tax return) setting out the expense incurred by the Director:
- Transportation and lodging costs incurred for the Director to attend any meeting of the Company’s board of directors, provided the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, or the board of directors of the Company has previously approved the nature, scope, and extent of such costs in writing after receiving a cost estimate from the Director;
- Any other expense approved in writing by the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, or the board of directors of the Company.
4.5. The Director shall not be entitled to recover from the Company reimbursement for any expenses that were not approved in advance by the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, or the board of directors of the Company.
5. BONUS
5.1 The Company may, at its complete discretion, pay a bonus to the Director of such amount, and upon such conditions, as the Company thinks fit from time to time.
5.2 Any bonus payment made to the Director shall be purely discretionary and shall not constitute part of the Salary of the Director under this Agreement.
6. BENEFITS
6.1 In addition to any benefits outlined elsewhere in this Agreement, the Director may be entitled to the following benefits during his employment, subject to any rules and regulations applicable to such entitlement imposed by the Company from time to time:
- (A)
- (B)
- (C)
6.2 The Company reserves the right to replace, remove or alter the terms of entitlement to any such benefit at any time on reasonable notice to the Director.
6. PENSIONS
6.1 The Director is eligible to be enrolled into [INSERT PENSION SCHEME] pension scheme.
7. DISCIPLINE
7.1. The Director agrees to abide by all the rules and regulations of the Company, as provided and notified to the Director from time to time, at all times while employed.
7.2 During the term of the employment, the Director shall not, except (a) as a representative of the
Company; (b) previously notified to the Company; or (ᴄ) or with the prior written approval of the Company, whether paid or unpaid, be directly or indirectly engaged or concerned or have any financial interests as agent, consultant, director, employee, owner, partner, or shareholder, or in any other capacity in any other business, trade, profession, or occupation (or the setting up of any business, trade, profession, or occupation).
7.3 The Director shall immediately disclose to the Company (a) all circumstances in respect of which there is, or may be, a conflict of interest between the Director and the Company; and (b) any breach or default of the Director’s obligations under this Service Agreement.
7.4 Notwithstanding this Clause 7, the Director may hold an investment by way of shares or other securities of not more than per cent of the total issued share capital of any company (whether or not it is listed or dealt in on a recognised stock exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by the Company.
8. TERMINATION
8.1. Notwithstanding any other provision of this Agreement, if and when any one of the following events occurs, then, and in addition to any other remedy or remedies available to the Company, the Company will have an immediate right to terminate this Service Agreement (unless otherwise decided by the board of directors of the Company), and the Company shall not be under any further obligation to the Director:
(a) breach of this Service Agreement by the Director;
(b) the Director has made any representation or warranty made in this Agreement that is untrue or incorrect;
(ᴄ) on the provision of one month's notice by either party;
(d)death of the Director;
(e) incapacitation of the Director for over 30 days in any one year and absence from work, without a valid reason (in the opinion of the Company) for more than 7 consecutive working days;
(f) the Director is sued for criminal liability or convicted of any criminal offence other than an offence which in the reasonable opinion of the board of directors of the Company does not affect the Director’s position as a director (bearing in mind the nature of the duties in which the Director is engaged and the capacities in which the Director is engaged);
(g) bankruptcy of the Director;
(h) any gross misconduct or serious neglect in the discharge of the Director's duties hereunder or affecting the business of the Company;
(i) the Director fails to attend any two consecutive board of directors meetings of the Company consecutively and no other director of the Company has agreed to attend such meetings on Director’s behalf;
(j) the Director is or becomes prohibited by any law, regulation, rule, practice direction, or practice rule from taking up the post of director or senior officer or the Director loses the qualifications to act as director or senior officer;
(k) the Director is or becomes unable to perform his duties under this Agreement due to health reasons, disability, or being of unsound mind, unless the Company can accommodate the Director’s health impairment or disability without the Company incurring undue hardship;
(l) the Director’s actions or omissions bring the name or reputation of the Company, or any of Company's affiliates, subsidiaries, or parent (each a “Group Member”) into serious disrepute or prejudices the business interests of the Company or any Group Member;
(m) the Director is sued, fined, penalised, or censured for alleged or actual violation of any securities law or regulation in or elsewhere; or
(n) any serious or repeated breach or non-observance of any of the provisions of this Service Agreement by the Director or refusal by or negligence of the Director to comply with any reasonable and lawful directions of the Company.
8.2 Any delay by the Company in exercising such a right of termination will not constitute a waiver by it.
8.3 The rights of the Company under this Clause 8 shall be without prejudice to any other rights that it may have at law to terminate the employment of the Director.
8.4 At any time, including after the termination of this Agreement for whatever reason, the Director will undertake at the reasonable request of the Company to assist the Company or any member of the Company’s group in cases of litigation where the Director has been involved in the business underlying the dispute, including in respect of any Intellectual Property rights (defined herein) subject to this Service Agreement.
8.5 If this Service Agreement is terminated pursuant to Clause 8.1, the Company shall not be liable to pay to the Director any sum payable to the Director after the date of termination except any out-of-pocket expenses reasonably incurred and satisfactorily evidenced by the Director.
9. DISPUTES
9.1 This Service Agreement is governed by the laws of .
9.2 Any dispute between the Company and the Director related to this Service Agreement will be settled by voluntary mediation.
9.3 Should mediation prove unsuccessful the parties submit to the non-exclusive jurisdiction of the courts.
10. ENTIRE AGREEMENT
10.1. No modification of this Service Agreement will be effective unless it is in writing and is signed by both the Company and the Director.
10.2. This Service Agreement binds and benefits both parties and any successors of the Company.
10.3. Time is of the essence of this Service Agreement.
10.4. This Service Agreement is the entire agreement between the Company and the Director.
10.5. The provisions of this Service Agreement are separate and divisible and if any clause or provision of this Service Agreement is held to be completely or partially invalid or unenforceable, all other clauses or parts thereof contained in this Service Agreement shall remain in full force and effect and shall not be affected thereby.
10.6. No person who is not a party to this Service Agreement shall have any rights to enforce its provisions.
10.7. The Director consents to the Company processing his personal data for the purposes of and in connection with his employment, for the Company’s business and administrative purposes and for the purposes of complying with applicable laws, regulations and procedures. The Director further consents that the Company may, when necessary for these purposes, make such data available to any other group members of the Company, to their advisers, to their agents, to parties providing products and/or services to the Company, to any customer or business contact if necessary for the Company’s business operations, to regulatory and tax authorities, to any potential purchasers or merger partner of the Company or subscriber to the Company’s shares or as required by law.
11. CONFIDENTIALITY
11.1. The Director shall have access to the Confidential Information of the Company required to carry out his duties pursuant to this Service Agreement.
“Confidential Information” means all technical and non-technical information of the Company and/or its licensors (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae and proprietary algorithms), which information is identified as being confidential or proprietary.
11.2. The Director agrees to keep all of the Company's business secrets confidential at all times during and after the term of the Director's employment. The Company's business secrets includes any information regarding the Company's customers, suppliers, manufacturers, finances, research, development, manufacturing processes, or any other technical or business information.
11.3. The Director agrees not to make any unauthorised copies of any of the Company's business secrets or information (including Confidential Information) without the Company's consent, nor to remove any of the Company's business secrets or information (including Confidential Information) from the Company's facilities.
11.4. The Director will (a) hold the Confidential Information in strict confidence; (b) use such
Confidential Information only for the purposes of carrying out his duties pursuant to this Service Agreement; and (ᴄ) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the Company.
11.5. This Service Agreement supersedes all previous agreements between the parties regarding the Company’s Confidential Information.
11.6. This Clause 11 shall survive any termination of this Service Agreement.
11.7. The Director agrees that any violation or threatened violation of this Clause 11 will cause irreparable injury to the Company and that, in addition to any other available remedies, the Director agrees that any breach of this Clause 11 shall entitle the Company to injunctive relief and/or liquidated damages and/or account of profits for any said breach, or otherwise.
12. INTELLECTUAL PROPERTY
12.1. The Director agrees to promptly furnish the Company with a complete record of any intellectual property, inventions, creations, copyrights or patents (“Intellectual Property”) which the Director may create or devise during the employment with the Company.
12.2. The Director waives any moral rights it may have over any Intellectual Property and (to the extent such do not automatically vest in the Company) grants and assigns to the Company all and entire rights and interest in any Intellectual Property that result in any way from any work performed while employed by the Company (including the right to claim damages and all other remedies for infringement).
12.3. The Director agrees that he does not have any past or present employment agreements that might conflict with this assignment.
12.4. The Director also agrees to sign and/or execute any further documents necessary to allow the Company the rights, title, copyright or patent to any such Intellectual Property.
12.5. The name of the Director may not appear on any publications or news releases of the Company unless prior written consent is given by the Director.
13. NON-SOLICITATION, CONFLICT AND NON-COMPETITION
13.1 The Director shall not solicit or approach any of the Company's customers, clients, manufacturers or suppliers for up to three months upon the discharge of this Service Agreement. The Director recognises the Company's legitimate business interest in respect of the Company's customers, clients, manufacturers and suppliers and as such agrees that any breach of this Clause shall entitle the Company to injunctive relief and/or liquidated damages and/or account of profits for any said breach, or otherwise.
13.2. The Director will not, during the Term, provide any service to any person where the performance of that service may or does, in the reasonable opinion of the Director or the actual knowledge of the Director, give rise to a conflict of interest between the obligations of the Director under this Agreement, and the obligations of the Director to such other person.
13.3. If the Director is asked by any person otherwise than pursuant to this Agreement, to perform a service the performance of which in the reasonable or actual opinion of the Director might result in the Director breaching Clause 13, then the Director shall forthwith notify the Company’s board of directors of the particular circumstances and the Company’s board of directors will thereafter promptly determine and notify the Director whether or not the Director may, in light of those circumstances and Clause 13, perform that service.
13.4. The Director agrees that he will not, without the prior written consent of the Company, at any time within twelve (12) months following termination of this Agreement, on his own behalf, or on behalf of any person competing or endeavoring to compete with the Company, directly or indirectly solicit, endeavor to solicit, or seek to gain the custom of, canvass, or interfere with any person that
(a) is a customer of the Company as of the date of termination of this Agreement;
(b) was a customer of the Company at any time within twelve (12) months prior to the date of termination of this Agreement; or
(ᴄ) has been pursued as a prospective customer by or on behalf of the Company at any time within twelve(12) months prior to the date of termination of this Agreement, and in respect of whom the Company has not determined to cease all such pursuit.
13.5 The Director agrees and confirms that the restrictions in Clause 13 are reasonable and waives all defences to the strict enforcement of them by the Company.
13.6 The Director agrees and confirms that the subclasses in this Clause 13 are each separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be unenforceable in whole or in part, such unenforceability shall attach only to the covenant or covenants as determined, and all other such covenants shall continue in full force and effect. This Clause 13 shall survive any termination of this Service Agreement.
14. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE
14.1 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Ordinance to enforce any of its terms.
15. EXECUTION
15.1 THE ABOVE TERMS ARE OFFERED BY THE COMPANY AND ACCEPTED BY THE DIRECTOR AND EVIDENCED BY THE REQUISITE AND DULY AUTHORISED SIGNATURES BELOW.
Company
Director
* I have received a copy of the Service Agreement from the Company concerning my employment. I have read, considered and understood and hereby accept its terms and conditions. I acknowledge having been given an opportunity to obtain any legal consultation and advice with respect to the terms and conditions herein, and execute this Service Agreement freely and voluntarily with full understanding of its contents. This Service Agreement and my employment hereunder have not been induced by any representations of the Company not contained herein.
The Schedule
Services
The Director is engaged as a director of the Company and shall perform the following services:
1. Normal director responsibilities. Carry out and assume all responsibilities of a director of the Company as required by law and other applicable law, the Company’s Articles of Incorporation, resolutions adopted by the directors or shareholders of the Company, and other regulations and internal rules relating to the directors of the Company;
2. Attending Meetings. Use best efforts to attend scheduled meetings of Company's board of directors and meetings of the Company’s shareholders, in telephone or in person;
3. Acting as a Fiduciary. Represent the shareholders and the interests of Company as a fiduciary;
4. Participating. Participate as a full voting member of Company's board of directors in setting overall objectives; reviewing, discussing, and approving plans and programs of operation; formulating general policies; offering advice and counsel; serving on Board Committees as required by a majority of the board of directors; reviewing management performance; participating in the appointment and removal of officers of the Company; participating in disclosure of Company information in accordance with the securities regulations of the United States and elsewhere as applicable; and reviewing internal and external financial and disclosure controls and procedures; and
5. Informing. Fully inform the Company’s board of directors, upon request from time to time, of the matters and things done, and to be done, by the Director in connection with the provision of the Services and, if so requested by the board of directors, submit such information in writing to the board of directors in a timely manner.
