A template service agreement between a company and an executive director who is employed by the company, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - A service agreement is the employment contract for an executive director, distinct from the director's separate statutory office and duties under the Companies Act 2006. - Long-term agreements need members' approval: a guaranteed term of employment of more than two years requires approval by the company's members (Companies Act 2006, s 188). - Service agreements (or a memorandum of their terms) must be kept available for inspection by members (Companies Act 2006, s 228). - Have a solicitor review before use.
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THIS SERVICE AGREEMENT is made on [DATE]
BETWEEN (1) [COMPANY NAME] (company no. [NUMBER]) (the "Company"); and (2) [DIRECTOR NAME] of [ADDRESS] (the "Director").
Agreed terms
1. Appointment. The Company employs the Director as [JOB TITLE / e.g. Managing Director] from [START DATE] until terminated under clause 9. The Director's continuous employment began on [DATE].
2. Duties. The Director will perform the duties of the role and any reasonable additional duties, comply with the Company's policies, and act in accordance with their statutory duties as a director under the Companies Act 2006. The Director will devote their full working time to the Company and not, without consent, engage in any competing business.
3. Remuneration. The Company will pay a salary of £[AMOUNT] per year, payable monthly, [plus bonus/benefits as set out in Schedule 1].
4. Pension and benefits. The Director is entitled to [pension/benefits as in Schedule 1], and the Company will comply with auto-enrolment duties.
5. Hours and place of work. Normal hours are [HOURS]; place of work is [LOCATION] (with [travel/remote arrangements]).
6. Holiday. [NUMBER] days' paid holiday per year plus bank holidays.
7. Confidentiality and intellectual property. The Director will keep the Company's confidential information secret, and all intellectual property created in the course of employment belongs to the Company.
8. Restrictive covenants. For [NUMBER] months after termination, the Director will not [solicit/deal with clients / poach staff / compete] within [scope], to the extent reasonably necessary to protect the Company's legitimate interests. (Tailor carefully, over-wide restraints are unenforceable.)
9. Termination. Either party may terminate on [NUMBER] months' written notice. The Company may dismiss without notice for gross misconduct, and may make a payment in lieu of notice [as provided here]. On termination, the Director will resign any offices held.
10. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales; the courts of England and Wales have jurisdiction.
Execution
Signed for [COMPANY NAME]: __________________ Date: [DATE]
Signed by [DIRECTOR NAME]: __________________ Date: [DATE]
Schedule 1, Remuneration, bonus and benefits
--- This template is a starting point and not legal advice. Long-term terms need members' approval, and restrictive covenants must be carefully drafted, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.