Establishing secure connection…Loading editor…Preparing document…

Director Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

DIRECTOR AGREEMENT

This Director Agreement ("Agreement") is made effective as of between Company Name: with principal business address:

and Director Name: whose address for notices is:

RECITALS

WHEREAS, the Company is duly organized and authorized to conduct its business and desires the assistance of an experienced director to serve on its board of directors and provide corporate governance, oversight and strategic guidance; and

WHEREAS, the Director has the requisite experience, qualifications and willingness to serve as a director of the Company upon the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF SERVICES

The Director shall perform duties customary to a member of the Company's board of directors, including but not limited to attendance at board and committee meetings, reviewing materials in advance of meetings, advising on strategic matters, fiduciary duties of care and loyalty, and other governance functions as reasonably requested by the Board.

COMPENSATION AND EXPENSES

Director Compensation: The Company shall pay the Director a fee of $ per for services rendered under this Agreement.

Expenses: The Company shall reimburse reasonable and documented out-of-pocket expenses incurred by the Director in connection with the performance of duties hereunder, subject to the Company's expense policies and prior approval where required.

Late Payment: Any undisputed amount not paid within days after the due date shall bear interest at a rate of % per month, or the maximum rate permitted by applicable law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination Without Cause: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: The Company may terminate this Agreement for cause immediately upon written notice for material breach, gross negligence, willful misconduct, conviction of a felony, or failure to perform duties after written demand and a reasonable cure period where applicable.

Effect of Termination: Upon termination, the Director shall deliver to the Company all company property and confidential materials. The Company shall pay the Director any accrued but unpaid fees and reimbursable expenses through the termination date, subject to setoff for amounts owed to the Company.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by the Company to the Director relating to the Company's business, finances, operations, trade secrets, customer data, plans, or other information that the Company designates as confidential or that a reasonable person would understand to be confidential.

Obligations: The Director shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except as necessary to perform duties as a director; and (c) not disclose Confidential Information to any third party without the Company's prior written consent, except as compelled by law, provided the Director gives the Company prompt notice and cooperates in any protective measures.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no fault of the Director, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Survival: The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or indefinitely with respect to trade secrets and other information entitled to protection under applicable law.

INDEMNIFICATION; INSURANCE

Indemnification: To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Director from and against any liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) incurred by the Director by reason of serving or having served as a director, provided that indemnification shall not apply to acts determined by a final adjudication to constitute willful misconduct or gross negligence.

Insurance: The Company shall maintain directors and officers insurance providing coverage consistent with industry standards and will use commercially reasonable efforts to maintain such coverage during the Director's term.

CONFLICTS OF INTEREST AND COMPLIANCE

The Director represents that he/she does not have any existing conflicts that would materially impair the performance of duties. The Director shall promptly disclose to the Board any potential conflicts of interest and shall comply with applicable law, the Company's bylaws and any conflict of interest policies. The Director shall recuse himself/herself from any board action where a conflict exists.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles.

Remedies: The parties acknowledge that a breach of certain provisions (including confidentiality) may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the non-breaching party may seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

Assignment: Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that the Company may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Company Name:

By:

Date:

Director Name:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Director Agreement Is and When It Applies

A Director Agreement is a written contract that records the appointment, duties, term, compensation (if any), and other terms governing a corporate director's service. It formalizes expectations between the company and the director, supplements corporate bylaws and board resolutions, and documents indemnification, confidentiality, and conflict-of-interest provisions. Director Agreements are typically executed by the director and an authorized corporate officer and retained in the company minute book. While not usually filed with state agencies, the agreement affects corporate governance, fiduciary duties, and recordkeeping obligations under state corporate law and federal rules.

Why a Clear Director Agreement Matters

A written Director Agreement reduces ambiguity about duties, term length, compensation, and indemnity, helping prevent disputes and supporting compliance with corporate governance standards.

Why a Clear Director Agreement Matters

Who Typically Prepares and Signs a Director Agreement

The executed agreement becomes part of corporate records and should be distributed to governance and compliance teams.

  • Company Secretary or General Counsel responsible for drafting and retaining executed copies.
  • Board Chair or Corporate Officer authorized to accept appointment terms on behalf of the corporation.
  • Incoming Director who reviews and signs to confirm acceptance of duties and terms.

Typical Signatory Roles

Company Secretary

Company Secretaries or corporate counsels draft the Director Agreement, confirm board approval, store the executed agreement in the minute book, and ensure alignment with bylaws and state corporate law.

Director-elect

A new Director reviews duties, conflict-of-interest provisions, indemnity, and compensation, signs to accept appointment, and should retain a copy for personal records and tax purposes.

Essential Clauses to Include in a Professional Director Agreement

A complete Director Agreement balances governance, liability protection, and practical terms so both the board and director understand expectations and remedies.

Appointment Clause

Specifies the director's appointment date, whether appointment is for a fixed term or at the board's pleasure, and any conditions precedent to service.

Duties and Authority

Describes fiduciary duties, expected time commitment, committee service, voting obligations, and any delegated powers or limits on authority.

Term and Resignation

States the term length, renewal or reappointment mechanics, notice requirements for resignation, and effective date of termination.

Compensation and Expenses

Records fees, equity grants, reimbursement policies, expense submission process, and applicable tax withholding or reporting responsibilities.

Confidentiality and Conflicts

Requires disclosure of conflicts of interest, sets confidentiality obligations, and describes recusal procedures for conflicted matters.

Indemnity and Insurance

Specifies indemnification rights, advancement of expenses, and availability of D&O insurance subject to corporate policy and state law.

Step-by-Step: Completing and Executing the Agreement

Follow these steps in order to produce an enforceable and well-documented Director Agreement.

  • 01
    Draft Agreement: Populate core clauses, confirm bylaw alignment, and review with legal counsel.
  • 02
    Board Approval: Obtain a board resolution authorizing appointment and approving the agreement terms.
  • 03
    Execute Document: Have authorized officer and director sign and date; include witness or notarization if required.
  • 04
    Record and Distribute: File executed copy in the minute book and give copies to relevant parties.

How to Configure an Online Signing Workflow

Set up a digital workflow that reflects approval order, authentication level, and storage requirements.

Field Configuration
Signer Order Sequential or parallel routing based on corporate authorization.
Authentication Method Use email verification, SMS code, or stronger ID proofing as required.
Template and Versioning Create a template for consistency and track revisions with version control.
Storage Location Select secure cloud or local repository with retention rules.

Technical Considerations for Digital Execution

Use a platform that captures audit trails, preserves originals, and meets applicable compliance needs.

  • Integrations: Salesforce, NetSuite, Google Workspace support
  • File Formats: PDF, DOCX, HTML, and Excel supported
  • Authentication: Email, SMS, KBA, or advanced options

Where to Send and How to Store the Executed Agreement

An executed Director Agreement should be routed to corporate records and to parties who need visibility or compliance access.

  • Company Secretary: Store executed copy in the minute book and corporate record system.
  • Signed Parties: Provide an executed copy to the director and authorized officer.
  • Finance/Payroll: Deliver compensation terms and tax data to payroll for reporting.
  • Legal Counsel: Retain copy for compliance, D&O considerations, and future amendments.

Key Dates and Timing to Track

Document and calendar the agreement's critical dates to ensure timely notices and compliance events.

Effective Date:

Date when director's duties and rights begin; use MM/DD/YYYY.

Board Approval Date:

Date of the board resolution authorizing the appointment.

Term Renewal Deadline:

Date to review or renew appointment if on a fixed term.

Resignation Notice Period:

Deadline for receiving director's notice as specified in the agreement.

Retention Review Date:

Scheduled date to review record retention and archival needs.

Milestones from Draft to Recordation

Track a clear milestone path to ensure the agreement is authorized, executed, and recorded correctly.

01

Draft Approval

Legal review and draft sign-off before circulation to signatories.

02

Board Resolution

Formal board action approving appointment and agreement terms.

03

Execution

Signatures completed by director and authorized officer.

04

Corporate Filing

Add executed agreement to the corporate minute book and records.

Common Mistakes to Avoid When Preparing a Director Agreement

  • Leaving term and renewal mechanics vague, which can create disputes over reappointment or removal rights.
  • Failing to document board approval or a supporting resolution, undermining corporate authority to bind the company.
  • Omitting indemnity or insurance provisions, exposing directors and the company to unexpected legal expenses.
  • Using inconsistent names or dates across documents, causing tax reporting issues and identity verification failures.

Consequences and Legal Risks of an Incorrect Agreement

Governance Defects: May void appointment or create liability risks.
Fiduciary Exposure: Unclear duties can increase litigation likelihood.
Tax Reporting Errors: Incorrect compensation fields may trigger withholding penalties.
Insurance Gaps: Missing D&O language can limit coverage.
Recordkeeping Failures: Can violate corporate or regulatory rules.
Reputational Harm: Disputes or public filings can damage stakeholder trust.

Minimum Information to Include in the Agreement

Director Name: Full legal name of the director.
Entity Name: Legal corporate name on record.
Effective Date: MM/DD/YYYY format.
Term Length: Fixed term or at-will description.
Compensation: Amount or reimbursement policy.
Signatures: Printed name, title, signature, date.

Real-World Examples of Digital Agreement Use

Organizations of various sizes use eSignature workflows to speed execution and centralize records for governance documents.

Tech Data (Bob Dutkowsky)

Tech Data used airSlate SignNow to improve internal and external customer service.

  • Ease of use drove faster approvals.
  • The company reported improved speed to revenue and more efficient handling of governance documents when executed digitally.

Martin Properties (Tim Martin)

Martin Properties moved corporate documents online to improve security and accessibility.

  • Mobile and offline signing helped remote parties.
  • The firm processed and executed governance documents with 100% compliance and reduced turnaround times using electronic workflows.

Practical Tips for Accurate and Efficient Completion

Adopt consistent templates, version control, and a single source of truth for executed agreements.

Use Standard Templates
Maintain a legally reviewed template for Director Agreements to reduce drafting errors and speed review cycles.
Capture Board Approval
Attach the authorizing board resolution or meeting minutes to the executed agreement for auditability.
Verify Signatory Authority
Confirm the officer signing for the corporation is authorized under bylaws or board resolution.
Preserve Audit Trails
Retain audit logs showing signer identity, timestamp, and IP address for dispute and compliance support.

eSignature Pricing and Feature Snapshot for Agreement Execution

Compare starting prices and key enterprise features across common eSignature providers. signNow is listed first per standard vendor ordering.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes (premium tier) Varies Varies Varies Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Director Agreements

Answers to common legal, execution, and recordkeeping questions about Director Agreements.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.