Is an electronic signature legally valid?

Yes. Electronic signatures are legally valid in the United States under the ESIGN Act (15 U.S.C. ch. 96) and under UETA in most states, provided intent, consent, attribution, and retention requirements are met.

Do I need a notary or witnesses?

Most directors agreements do not require notarization to be enforceable, but state-specific notarization or witness rules may apply to related documents; consult local rules for deeds, POAs, or statutory forms.

Can the company change terms after signing?

Material changes require consent from the director and are best documented in an amendment or replacement agreement signed by all parties to avoid claim disputes.

What happens if names or dates are wrong?

Minor typographical errors can often be corrected via an addendum, but mismatched legal names or incorrect effective dates can affect tax reporting and enforcement.

Are HIPAA or privacy clauses necessary?

Include HIPAA-compliant language only when the director will access protected health information; attach required privacy addenda to satisfy 45 CFR requirements.

How should signed copies be stored?

Store signed agreements in encrypted, access-controlled systems with audit trails and backups; retain originals in corporate records for the retention period applicable to the company and industry.

Electronic Signature
Templates
Legal
Directors Agreement Form

Directors Agreement Form

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

DIRECTORS AGREEMENT FORM

This Directors Agreement ("Agreement") is made as of Effective Date: by and between Company Name: incorporated in Jurisdiction: with principal address at (the "Company"), and Director Name: of address (the "Director"). The Company and the Director are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, the Board of Directors has determined that it is in the best interests of the Company to appoint the Director to serve as a member of the Board on the terms and conditions set forth in this Agreement;

WHEREAS, the Director has the experience and qualifications necessary to perform the duties of a director and has agreed to serve subject to the terms and conditions of this Agreement;

WHEREAS, the Parties desire to record their agreement regarding appointment, duties, remuneration, confidentiality, indemnity and related matters.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. APPOINTMENT AND TERM

1.1 Appointment. The Company hereby appoints the Director to serve on the Board of Directors commencing on Commencement Date: and continuing for a term of months unless earlier terminated in accordance with this Agreement.

1.2 Renewal. Any renewal of the Director's appointment shall be by written resolution of the Board and subject to a new written agreement if required by the Parties.

2. DUTIES, STANDARD OF CARE AND ROLE

2.1 Duties. The Director shall perform the duties customarily associated with membership of the Board, including attending meetings, participating in committees, providing strategic oversight and acting in the best interests of the Company. Specific duties and any committee assignments are described as follows:

2.2 Standard of Care. The Director shall discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Company.

3. CONFLICTS OF INTEREST

3.1 Disclosure. The Director shall promptly disclose to the Board any actual or potential conflict of interest, including any direct or indirect financial interest in any transaction involving the Company. Disclosed interests as of the Effective Date:

3.2 Voting. Where a conflict exists, the Director shall abstain from voting on the matter as required by applicable law and the Company's governing documents.

4. REMUNERATION AND EXPENSES

4.1 Fees. The Company shall pay the Director an annual fee of payable in accordance with the Company's usual payroll or payment procedures.

4.2 Expenses. The Company shall reimburse the Director for reasonable out-of-pocket expenses incurred in connection with the performance of duties, subject to submission of receipts and the Company's expense policy.

5. CONFIDENTIALITY

5.1 Confidential Information. The Director acknowledges that in the course of service, the Director will receive proprietary and confidential information of the Company. The Director shall not disclose such information during the term of this Agreement or thereafter except as required by law.

5.2 Duration. The obligations in this clause shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they constitute trade secrets under applicable law.

6. INDEMNIFICATION AND INSURANCE

6.1 Indemnification. To the fullest extent permitted by applicable law and the Company's articles or bylaws, the Company shall indemnify the Director against liabilities incurred in the discharge of duties, including reasonable legal costs, provided the Director acted in good faith and in a manner reasonably believed to be in the best interests of the Company.

6.2 Insurance. The Company shall maintain directors and officers liability insurance on terms the Board deems reasonable.

7. MEETINGS AND TIME COMMITMENT

7.1 Attendance. The Director is expected to attend regular and special Board meetings and such number of committee meetings as reasonably required. The Company expects an average annual time commitment of:

8. RESIGNATION AND REMOVAL

8.1 Resignation. The Director may resign at any time by giving the Company written notice. Notice period (if any):

8.2 Removal. The Director may be removed at any time in accordance with the Company's governing documents and applicable law.

9. RETURN OF COMPANY PROPERTY

Upon resignation, removal or termination, the Director shall promptly deliver to the Company all records, documents and other property of the Company in the Director's possession or control.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set out below or to such other address as a Party designates by notice in accordance with this clause.

Company Notice Address Director Notice Address

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, both written and oral.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' intent.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.

12.2 Waiver. No waiver of any breach or right under this Agreement shall be effective unless in writing and signed by the Party granting the waiver.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ADDITIONAL PROVISIONS

Company Printed Name:

By:

Date:

Director Printed Name:

By:

Date:

What the Directors Agreement Form Is and When It Applies

A Directors Agreement Form documents the rights, duties, compensation, confidentiality obligations, and term of service for a company director. It records board-level commitments such as fiduciary duties, indemnification, conflict-of-interest disclosures, and any equity or fee arrangements tied to service. This contract is typically used to formalize expectations between the corporation and an individual director, supplementing corporate bylaws and minutes. Properly executed, the agreement clarifies board authority, voting participation, meeting attendance expectations, and grounds for removal, reducing later disputes and supporting corporate governance records.

Why a Formal Directors Agreement Matters

A clear Directors Agreement reduces governance disputes, documents compensation and indemnity terms, and preserves evidence of board consent. It supports compliance with corporate formalities and can be critical in investor and regulatory reviews.

Who Commonly Prepares and Signs This Form

Directors agreements are used by corporations, startups, nonprofit boards, and professional services firms to set expectations between the board and individual directors.

Independent directors and executive directors who need documented terms and conflict disclosures.
Corporate secretaries or general counsel who prepare governance documents and maintain corporate records.
Investors or company founders who require clarity on director duties and indemnification.

Use this form when appointing or reappointing a director, when materially changing compensation or duties, or when documenting special responsibilities such as committee chair roles.

Typical Signatory Roles

Corporate Secretary

The corporate secretary typically prepares the Directors Agreement Form, coordinates execution, and records the signed agreement in corporate minutes and records. They ensure the document aligns with bylaws and filing requirements.

Outside Counsel

Outside counsel often reviews or drafts the agreement to confirm compliance with state corporation law, investor rights, and tax implications. Counsel advises on indemnity language and conflict-of-interest provisions.

Core Sections You Should Expect in a Professional Form

A complete Directors Agreement contains specific clauses that define the relationship, protections, and obligations between the company and the director.

Role and Duties

A concise description of director responsibilities, expected time commitment, committee assignments, and reporting obligations. This sets the baseline for performance and meeting participation.

Term and Termination

Start and end dates, renewal mechanics, resignation procedures, and grounds for removal or termination for cause versus without cause.

Compensation

Specify cash fees, stock grants, expense reimbursement, and payment timing. Include tax treatment notes if relevant to avoid ambiguity.

Confidentiality

Non-disclosure language that protects company information and trade secrets during and after the director’s service period.

Indemnification

Company commitments to defend and indemnify the director against covered claims, including scope, limits, and advancement of expenses.

Conflict-of-Interest

Disclosure requirements and procedures for addressing potential conflicts, including recusal and board notice obligations.

Essential Data Elements to Include

Director Name: Full legal name

Company Name: Legal entity name

Effective Date: MM/DD/YYYY

Term Length: Defined period

Compensation Terms: Amount or equity

Signature and Date: Signed and dated

Step-by-Step: How to Complete the Directors Agreement Form

Follow these steps to prepare, review, and execute a Directors Agreement accurately and efficiently.

01

Gather details: Collect legal names, titles, and effective date before drafting.
02

Draft core terms: Set role, compensation, confidentiality, and indemnity clauses clearly.
03

Legal review: Have counsel confirm state law compliance and tax implications.
04

Execute and record: Sign, date, and file the agreement in corporate records.

How to Configure an Online Signing Workflow

Below are common settings to set up when sending a Directors Agreement for electronic signature.

Field	Configuration
Signing Order	Set signer sequence: company rep first, director second
Authentication	Use email link or SMS code; consider two-factor for sensitive agreements
Fields to require	Signature, printed name, date, director initials on each page
Retention	Enable audit trail and secure storage with access controls

Typical Electronic Execution Flow

Electronic signing follows a predictable sequence that produces a signed document and an audit trail.

Upload document: Sender uploads the agreement to the signing platform
Place fields: Add signature, date, and initial fields where required
Send to signer: Platform emails or shares a secure link to the director
Complete signing: Signer authenticates, signs, and receives a signed copy

Delivery Options and Integration Considerations

Directors Agreement Forms can be shared via email links, embedded signing pages, or integrated workflows inside business systems.

Integrations: Salesforce, NetSuite, Google Workspace
File formats: PDF and DOCX supported
Authentication: Email link, SMS, or advanced options

Choose the method that matches your security needs and recordkeeping practices. Integrations reduce manual entry and keep corporate records synchronized with signed agreements.

How a Directors Agreement Compares to Related Governance Documents

A quick comparison highlights where a Directors Agreement offers different protections and obligations than other common documents.

Criteria	Directors Agreement	Employment Agreement	Shareholders Agreement
Primary purpose	board duties	employment terms	shareholder rights
Typical term	fixed or until removal	at-will or fixed	per shareholding
Compensation included			sometimes
Governance impact	board-level	operational	ownership-level

Common Pitfalls to Avoid When Preparing the Form

Using informal names or initials that do not match legal identity, which can create enforcement or tax reporting issues.
Failing to specify effective dates and term lengths, leading to disputes over when obligations begin or end.
Leaving indemnity or liability caps undefined, exposing the company or director to unexpected financial risk.
Omitting corporate approval records (board resolution or minutes), which can undermine the agreement’s validity.

Potential Consequences of an Improper Agreement

Contract Disputes: Litigation risk

Tax Exposure: Incorrect reporting

Governance Gaps: Invalid actions

Indemnity Claims: Unexpected costs

Regulatory Scrutiny: Agency inquiries

Recordkeeping Failure: Evidence gaps

Export, Storage, and Supporting File Types

Signed Directors Agreements should be saved in durable formats and stored securely with versioning and audit logs.

File Formats

Export signed copies as PDF/A and keep original DOCX drafts for editing history and auditability.

Storage

Use encrypted storage with access controls and backups; track version history for dispute defense.

Audit Trail

Retain signing metadata (IP, timestamp, email) to document intent and attribution.

Supporting Documents

Attach board resolutions, conflict-of-interest disclosures, and equity grant schedules as exhibits.

Key Dates and Typical Deadlines to Track

Track dates closely to ensure compliance with corporate governance and tax reporting obligations.

Effective Date Entry:

Record the exact MM/DD/YYYY when duties and compensation start

Board Approval Deadline:

Obtain board resolution or unanimous written consent contemporaneous with execution

Execution Date:

Ensure all parties sign and date within agreed timeframe

Record Filing:

File signed copy in minute book and corporate records promptly

Retention Start:

Start retention clock from effective date or final execution, per policy

Milestones from Draft to Archived Record

A sequential milestone view helps manage review cycles and ensures corporate record integrity.

01

Drafting Complete

Core terms finalized and initial draft prepared for review

02

Legal Review

Counsel reviews for statutory compliance and risk allocation

03

Board Approval

Resolution adopted or written consent executed as required

04

Execution and Storage

Signed, notarized if needed, and stored in company minute book

Frequently Asked Questions About the Directors Agreement Form

Answers to common practical and legal questions to help avoid execution errors and preserve enforceability.

Need help? Contact support

Is an electronic signature legally valid?
Yes. Electronic signatures are legally valid in the United States under the ESIGN Act (15 U.S.C. ch. 96) and under UETA in most states, provided intent, consent, attribution, and retention requirements are met.
Do I need a notary or witnesses?
Most directors agreements do not require notarization to be enforceable, but state-specific notarization or witness rules may apply to related documents; consult local rules for deeds, POAs, or statutory forms.
Can the company change terms after signing?
Material changes require consent from the director and are best documented in an amendment or replacement agreement signed by all parties to avoid claim disputes.
What happens if names or dates are wrong?
Minor typographical errors can often be corrected via an addendum, but mismatched legal names or incorrect effective dates can affect tax reporting and enforcement.
Are HIPAA or privacy clauses necessary?
Include HIPAA-compliant language only when the director will access protected health information; attach required privacy addenda to satisfy 45 CFR requirements.
How should signed copies be stored?
Store signed agreements in encrypted, access-controlled systems with audit trails and backups; retain originals in corporate records for the retention period applicable to the company and industry.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now