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Director Service Agreement Editor

Fill in the details below to generate your customized UK director service agreement

🎯 What is this Director Service Agreement for?

Select your industry to pre-fill appropriate defaults for notice periods, restrictive covenants, IP provisions, and regulatory compliance.

🏢 Parties to the Agreement

Find at Companies House

👔 Appointment Details

? Executive directors are employees with operational roles. Non-executive directors provide independent oversight and strategic guidance without day-to-day involvement.

📅 Term & Termination

? Fixed term has a specific end date. Indefinite continues until terminated by either party. Most director appointments are indefinite with notice periods.
? Directors typically have longer notice periods (3-6 months) than employees. Must be same for both company and director unless there's a specific business reason for difference.

📋 Duties & Responsibilities

Directors' Statutory Duties: All UK directors must comply with Companies Act 2006 duties including: act within powers, promote company success, exercise independent judgment, exercise reasonable skill and care, avoid conflicts of interest, not accept benefits from third parties, and declare interest in transactions.
? Be specific about the director's operational and strategic responsibilities. For executive directors, include management duties. For non-executive directors, focus on governance and oversight.
? Directors must attend board meetings. Specify minimum attendance requirements and whether attendance can be by phone/video.
? Executive directors typically work full-time. Non-executive directors usually commit specific days per month (e.g., 2-3 days per month).

💷 Remuneration

? Executive directors typically receive salary. Non-executive directors often receive fees. Some may receive both salary and fees depending on structure.

🎁 Bonus & Benefits

? Directors often have discretionary bonuses tied to company or individual performance. Specify if bonuses are guaranteed, discretionary, or target-based.
? Directors are typically eligible for company pension schemes. Specify employer contribution percentage or fixed amount.
? Directors typically receive more than statutory minimum (28 days including bank holidays). 30-35 days plus bank holidays is common for senior directors.
? Common director benefits include: private health insurance, company car/car allowance, life insurance, income protection, share options.

🧾 Expenses

? Directors are typically reimbursed for legitimate business expenses. Specify any limits or approval requirements.

🔐 Confidentiality & Intellectual Property

Industry Note (Tech & Digital): Enhanced IP provisions covering software, algorithms, source code, and patents. Extended confidentiality for technical trade secrets and product roadmaps.
? Directors have access to highly sensitive company information. High level confidentiality provisions are standard, covering all strategic, financial, and commercial information indefinitely.
? Any IP created by the director in the course of their duties belongs to the company. This is standard and essential for directors.

⚖️ Post-Termination Restrictions

Important: Post-termination restrictions on directors must be carefully drafted to be enforceable. Courts scrutinize these heavily. Restrictions should be reasonable in duration (typically 6-12 months) and scope.
? Restrictive covenants prevent the director from competing, soliciting clients/staff, or joining competitors after leaving. Must be reasonable to be enforceable. Typically 6-12 months for directors.
? Garden leave allows the company to require the director to stay away from work during their notice period while still being paid. This is common for directors to protect sensitive information.

🛡️ Indemnity & Insurance

Directors' Liability: Directors can be personally liable for certain breaches of duty. Companies typically provide indemnity insurance (D&O insurance) to protect directors, which is permitted under Companies Act 2006 with certain limitations.
? D&O insurance protects directors from personal liability for claims arising from their decisions and actions. This is standard and highly recommended for all directors.
? Company may indemnify directors against certain liabilities (within legal limits). Cannot indemnify for fraud, dishonesty, or breach of duty to the company.

👥 Other Directorships & Interests

? Directors must disclose conflicts of interest. Companies often restrict directors from holding directorships in competing companies. Non-executive directors typically have portfolio of directorships.

📜 Regulatory Compliance

Industry Note (Tech & Digital): Includes data protection compliance (UK GDPR), cybersecurity duties, and software licensing requirements.
? Industry-specific regulatory requirements that the director must comply with. This varies significantly by sector.
? Some director roles require maintaining professional registrations (e.g., FCA approval, medical registration, legal practising certificate).

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