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Sample Nominee Director Service Agreement

  • a22162
  • Sep 28, 2024
  • 3 min read

Updated: Dec 28, 2024


Sample Nominee Director Service Agreement | Bestar
Sample Nominee Director Service Agreement | Bestar

Nominee Director Service Agreement Template


Sample Nominee Director Service Agreement


Parties:


  1. Company (hereinafter referred to as the "Company"), a company incorporated under the laws of Singapore.

  2. Corporate Secretary Company (hereinafter referred to as the "Corporate Secretary Company"), a company incorporated under the laws of Singapore.


Recitals:


  1. The Company desires to appoint a nominee director to its board of directors.

  2. The Corporate Secretary Company has agreed to provide nominee director services to the Company.


Agreement:


  1. Appointment of Nominee Director: The Corporate Secretary Company shall appoint one of its employees or associates to serve as a nominee director on the board of directors of the Company (the "Nominee Director").


  2. Nominee Director's Duties: The Nominee Director shall act in good faith and in the best interests of the Company. The Nominee Director shall comply with all applicable laws, regulations, and the Company's constitution.


  3. Remuneration: The Company shall pay the Corporate Secretary Company a fixed fee of [Amount] per annum for the Nominee Director's services. This fee shall be payable [Frequency].


  4. Indemnification: The Company shall indemnify and hold harmless the Corporate Secretary Company and its employees and associates from and against any and all losses, damages, claims, liabilities, costs, and expenses (including legal fees) arising out of or in connection with the Nominee Director's services.


  5. Confidentiality: The Corporate Secretary Company shall keep confidential all information obtained from the Company that is designated as confidential.


  6. Term and Termination: This Agreement shall commence on [Date] and shall continue in full force and effect until terminated by either party upon [Notice Period] written notice to the other party.


  7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Singapore.   


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


[Company Name]


By:




[Authorized Signatory]

[Title]



[Corporate Secretary Company]


By:




[Authorized Signatory]

[Title]


Note:


  • Specific provisions: Consider adding provisions related to:

    • The Nominee Director's voting rights and powers.

    • The Company's right to remove the Nominee Director.

    • Intellectual property rights arising from the Nominee Director's services.

  • Customizations: Tailor the agreement to your specific needs and circumstances.


How Bestar can Help


Bestar in Singapore can assist with a Sample Nominee Director Service Agreement in several ways:


  1. Drafting and Reviewing:


    • Tailored Agreement: Bestar can draft a comprehensive agreement that specifically addresses the unique requirements and circumstances of your business.

    • Clarity and Precision: Bestar ensures the agreement is clear, concise, and free from ambiguities that could lead to disputes later on.

    • Compliance: We can review the agreement to ensure it complies with all relevant Singaporean laws and regulations.


  2. Understanding Legal Implications:


    • Fiduciary Duties: Bestar can explain the nominee director's fiduciary duties and how to mitigate potential risks.

    • Liability Protection: We can advise on provisions that protect the nominee director from personal liability.

    • Confidentiality and Data Protection: Bestar can help incorporate clauses to safeguard sensitive information.


  3. Negotiating and Advising:


    • Balanced Terms: Bestar can negotiate the terms of the agreement to ensure a fair and balanced arrangement for both parties.

    • Risk Assessment: We can help identify and assess potential risks associated with the nominee director arrangement.

    • Dispute Resolution: Bestar can include provisions for resolving disputes efficiently and cost-effectively.


  4. Ongoing Support:


    • Amendments and Updates: As your business evolves, Bestar can help amend the agreement to reflect changing needs and circumstances.

    • Professional Guidance: We can provide ongoing professional guidance and support on matters related to the nominee director arrangement.


By engaging Bestar, you can ensure that your Nominee Director Service Agreement is robust, legally sound, and tailored to your specific needs. This can help protect your interests, minimize risks, and facilitate a smooth and successful business relationship with your nominee director.






 
 
 

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