Director service agreement for roles with pay, duties and exit terms to document

An appointment decision and a service agreement do different jobs. The appointment may confirm that someone is taking on the role, but the agreement is where the commercial and practical terms are usually recorded in detail. That can include what services the director will provide, how they are paid, whether there are incentive arrangements, what confidential information they can access, and what happens if the role ends or changes. It is particularly useful where the director is also involved in operations, consulting work or founder-level responsibilities beyond attending board meetings.

These agreements often cover the scope of the role, board and management responsibilities, remuneration, reimbursement of expenses, confidentiality, intellectual property, conflicts, performance expectations and termination rights. Depending on the engagement, they may also deal with notice periods, bonus or incentive wording, post-engagement restrictions and how the director interacts with company policies or governance documents. The content usually differs between a non-executive role and a director who is also performing day to day executive or advisory work, so the document should reflect the actual arrangement rather than a generic title.

The key points are usually how the role operates in practice, what other documents already exist, and whether the director is doing more than governance work. Drafting decisions should be based on the arrangement itself, including the documents, responsibilities and factual context. For example, the drafting may change if the person is also a founder, shareholder, consultant or employee, or if they receive a mix of fees, salary or incentives. That is because the factual working arrangement can matter as much as the contract wording when questions later arise about responsibilities, pay or how the relationship was structured.

Sometimes a template can provide a rough starting point, but it often stays too high level for a real board or executive arrangement. Common issues include vague duties, no clear treatment of incentives, generic confidentiality wording, and termination clauses that do not match how the role can actually end. Templates also tend to ignore the surrounding documents, such as constitutions, shareholder arrangements, board approvals or existing employment terms. If the director has mixed responsibilities across governance and operations, a more considered agreement is usually the safer option.

No. This service deals with the agreement and the legal issues that are apparent from that document and the instructions you provide. It can identify points that may need closer attention, especially where the role overlaps with employment, consulting or founder arrangements, but it is not a full sign-off on every tax, regulatory or workplace consequence of the structure. If deeper classification or structuring advice is needed, that would usually be scoped separately. Ongoing HR management, tax advice and representation in disputes are not included here.

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