Unpaid non-executive director's service agreement

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Document overview

This non-executive director's service agreement is a contract for services for an unpaid, part-time director. It makes clear no contract of employment. It can be used for a fixed term or a running contract for a company director, or director-level equivalent in a charity or other organisation. It provides particularly strong protection of company information.
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  • Length:9 pages (2400 words)
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About this unpaid non-executive director's service agreement

This is a service agreement that sets out the contract for services between a non-executive director  and a company or other organisation. The director is not paid for his or her services, although may receive expenses. Ideal for charities, it should be used by any company or other organisation that requires a contract with an independent non-executive director who will gift advice and support on a voluntary basis.

This non-executive director's service contract is particularly strong on the protection of confidentiality and company secrets. It is flexible and can be used whether the term of the contract is fixed or running. Use of plain English makes editing easy and allows it to be understood by all parties.

This document provides a balance between protection for the director and for the company. If there is a difference in interests, we have favoured the company. Some of these provisions are required to comply with the law. The explanatory notes, which come with these documents, will guide you as to the importance of specific issues.

The law relating to this service agreement

This is a contract for services.  It makes absolutely clear that the relationship between the director and the organisation is one of unpaid consultancy (help) rather than employment.

Despite there being no payment for services, the agreement provides for “consideration” so as to make the obligations of the director binding on him.

When to use this unpaid director's service agreement

  • Likely to be used by charities using unpaid advisors;
  • appropriate for any non-executive, part-time director of any organisation.

Service contract features and contents

  • Up to date with the latest changes in company law;
  • Strong on protection of employer's confidential information;
  • Structured so as to minimise the administrative burden of legal compliance.

The service agreement contains 15 provisions including:

  • Appointment;
  • Director’s status;
  • Meetings and work;
  • Expenses;
  • Responsibilities as director;
  • Staff handbook and company policies;
  • Confidentiality;
  • Procedure after termination;
  • No competition;
  • Data protection.
Sample unpaid non-executive director's service agreementFront cover

Recent reviews

Tailored Solutions
29 November 2019
Service is clear and easy to use. We really like the way your documents are written, and the notes are clear and helpful.
One way to improve would be to offer a “startup kit” with all the documents a startup might need in one place. Possibly even a flow diagram with them in order that we will need them.
You lean into this a little bit with your Employee Contracts pack, but you could expand this to include everything (Articles of Association, SHA, Directors Service Contracts, Staff Handbook etc...).
We are a start up and we keep buying documents off you piecemeal. A single location with everything we need, in the order we are likely to need it, would make a lot of sense.
Dan Byles
Review of the United Kingdom version
Great Service
07 May 2015
The non-exective director contract template saved me a great deal of time designing something similar for a charity. I received it on-line within 10 minutes of making my request and paying by Paypal. Excellent service and quality.
John Maton
Review of the United Kingdom version
Well done
28 March 2014
Well done.
CRISTIANO MARIANI
Review of the United Kingdom version

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