The sample director service agreement on this page is a few sample clauses taken from our director service agreement template.
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5. Outside Interests
5.1 You shall not undertake work outside of the Company that may amount to a conflict of interest with the Company, and you shall not have any interest, whether directly or indirectly, in a business that may place you in a conflict of interest with the Company. You shall not undertake work outside of the Company which, in the reasonable opinion of the Board, may interfere with the proper performance of your duties in the Company.
5.2 Notwithstanding clause 5.1, you shall be permitted to hold up to a maximum of [number e.g. 5] percent of the issued shares or other securities of any class of any company whatsoever which is listed or traded on a recognised stock exchange.
6. Salary and Payments
6.1 Your basic rate of pay is [amount] per year, payable [frequency e.g. monthly] in arrears on the [pay day e.g. “last Business Day of each month”], which is inclusive of any fees to which you shall be entitled as a director of the Company.
6.2 Overtime shall not be payable.
6.3 All pay shall be subject to statutory deductions including but not limited to PAYE and National Insurance.
6.4 All payments shall be made directly to your nominated bank or building society account.
6.5 If any loan, advance, or erroneous payment is made to you by the Company, the Company reserves the right to demand immediate repayment or deduct such amounts from any future payments made to you.
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9. Duties
9.1 You shall faithfully and diligently perform such duties and job functions in accordance with your role as a Director, and in the capacity specified in clause 2.1, as may be required or instructed and you shall at all times use your best endeavours to further the Business.
9.2 You shall observe and comply with all lawful and proper orders and directions which may be given to you in connection with your employment and with any statutory requirements or other regulations for the time being in force.
9.3 You shall observe and obey the Company’s established policies and procedures, which shall be made available to you upon request. The Company may make updates to the policies and procedures from time to time.
9.4 You shall not at any time do anything, or omit to do anything, which may in the reasonable opinion of the Board bring the Company into disrepute or harm the goodwill or the reputation of the Company.
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14. Ethics
14.1 You shall attempt to avoid any situation in which there is a conflict between your personal interests and the Company’s interests, and if such a situation arises you shall discuss it with the Board at the earliest reasonable opportunity.
14.2 You shall not use your authority or position in employment for any secret or improper personal gain whether for yourself or others.
14.3 In relation to any function of a public nature, any activity connected with the Business, or any activity performed in the course of your employment, you must not:
(a) directly or indirectly, offer, promise or give a financial or other advantage to another person:
(i) attempting to induce that person or another to perform improperly a function or activity, or
(ii) to reward that person or another for performing improperly a function or activity; or
(b) directly or indirectly, request, agree to receive, or accept a financial or other advantage (whether for yourself or another person) as an incentive to the improper performance of any function or activity; or
(c) in anticipation or in consequence of your requesting, agreeing to receive or accepting a financial or other advantage:
(i) perform or request that another person perform a function or activity improperly, or
(ii) assent or acquiesce in the improper performance by another person of a function or activity.
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18. Security and Property
18.1 You hereby acknowledge that the Company’s computer and communications systems are critical to the Business. You shall not do anything, or omit to do anything, which leads to or might reasonably be believed to lead to a compromise of the Company’s computer or communications systems. You shall:
(a) not disclose, or permit to be disclosed, your password to anyone at any time;
(b) access and make alterations only in such parts of the computer system which are necessary for you to carry out your normal duties, or such other parts for which you have been specifically authorised and then only as needed in relation to that specific situation;
(c) not under any circumstances install any computer software onto any computer system unless it has been virus-checked and expressly authorised by the Board;
(d) use the email and internet facilities only in connection with the Business, or otherwise in such a manner as not to interfere with the performance of your employment;
(e) not send any communication containing language or content that might be considered as offensive, obscene or derogatory, defamatory, encouraging criminal purposes, or damaging to any person or the Company’s image or reputation;
(f) not use any computer or communications system in connection with any unlawful purpose, or infringe upon any intellectual property rights or copyright; and
(g) at all times use the computer and communications systems only with highest degree of care, respect and professionalism.
18.2 In the event that you are given keys or access materials for the Company’s premises or equipment, you shall not allow, or permit to be allowed, copies to be made or any other person to use such keys or access materials without the express permission of the Board. You shall return such keys or access materials immediately upon the Board’s request.
18.3 You shall not leave any of your valuable personal items unattended on the Company’s premises. The Company takes no responsibility for loss, damage or theft of any personal property.
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20. Restrictions
20.1 For a period of [number e.g. 6] months following the termination of your employment for whatever reason, you shall not:
(a) solicit or attempt to solicit business from any person or entity who shall have been a client or customer or potential customer of the Company during the [number e.g. 12] months preceding such termination;
(b) persuade or attempt to persuade any person to leave the employment of the Company or to cease to provide services to the Company; or
(c) employ or attempt to employ the services of any person who was an employee or consultant of the Company during the [number e.g. 6] months preceding such termination.
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The above sample clauses in this ‘sample director service agreement’ are taken from our director service agreement template, which is available to download instantly on our website.
