[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-agreement-for-chairman-of-board-of-directors-D852":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS This Agreement for Chairman of Board of Directors (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DIRECTOR NAME] (the \"Director\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT is made and entered into effective as of [DATE] (the \"Effective Date\"), by and between [COMPANY NAME] a [STATE/PROVINE] corporation, (\"Company\") and [DIRECTOR NAME], an individual (\"Director\"). TERM This Agreement shall continue for a period of [NUMBER] year from the Effective Date and shall continue thereafter for as long as Director is elected as Chairman of the Board of Directors (\"Chairman\") of Company. Notwithstanding the foregoing and provided that Director has neither voluntarily resigned nor been terminated for \"cause\", Company agrees to use its best efforts to reelect Director to the Board for a period of [NUMBER] years at the [YEAR] Annual Meeting of the Shareholders. POSITION AND RESPONSIBILITIES Position. Company hereby retains Director to serve as Chairman of the Board of Directors. Director shall perform such duties and responsibilities as are normally related to such position in accordance with Company's bylaws and applicable law, including those services described on Exhibit A, (the \"Services\"), and Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the shareholders, except as set forth in Exhibit B. The ownership of less than a [PERCENTAGE %] interest in an entity, by itself, shall not constitute a violation of this duty. Except as set forth in Exhibit B, Director represents that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the Chief Executive Officer or a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of such obligation, prior to making such disclosure or taking such action. No Conflict. Except as set forth in Section 2 (b) and Exhibit B, Director will not engage in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that creates a potential conflict of interest with Company. Specifically and except as set forth in Section 2(b) and Exhibit B of this Agreement, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Chief Executive Officer. COMPENSATION AND BENEFITS Director's Fee. In consideration of the services to be rendered under this Agreement, Company shall pay Director a fee at the rate of [AMOUNT] per year, which shall be paid in accordance with Company's regularly established practices regarding the payment of Directors' fees, but in no event later than [NUMBER] months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any. Stock and Stock Options. Company acknowledges that Director is an owner of both Common and Preferred Stock and holds an option to purchase stock in Company, and that the rights attributable to these securities (the \"Securities\") shall not be affected by the execution of this Agreement. In addition, in consideration of the services to be rendered under this Agreement, Company agrees to grant Director the following [NUMBER] stock options subject to the approval of the Board of Directors (the \"Options\"): (1) an option to purchase [NUMBER] shares of Company's Common Stock at an exercise price of [AMOUNT] per share (the fair market value of Company's Common Stock on the Effective Date), which shall be fully vested on the Effective Date; and (2) an option to purchase [NUMBER] shares of Company's Common Stock, which shall have an exercise price equal to [PERCENTAGE %] of the price charged pursuant to Company's Initial Public Offering (\"IPO\"), unless the IPO has not occurred by [DATE], in which case, the exercise price shall be [PERCENTAGE %] of the fair market value of Company's Common Stock on such date, and which options shall be fully vested commencing upon the earlier of the date of Company's IPO or [DATE]. In the event (i) of a merger, change in control or sale of Company or (ii) Director either is terminated as a board member or is not reelected, where the Director has not engaged in conduct during his tenure on the board which would constitute \"cause\" for such termination, as determined by a majority vote of the disinterested board members, the Shares immediately shall become fully vested. \"Cause\" means a determination by a majority of the disinterested board members that the Director has been engaged in any of the following: malfeasance in office; gross misconduct or neglect; false or fraudulent misrepresentation inducing Director's appointment; willful conversion of corporate funds; material breach of an obligation to make full disclosure; gross incompetence; gross inefficiency; acts of moral turpitude; or repeated failure to participate (either by telephone or in person) board meetings on a regular basis despite having received proper notice of the meetings at least [NUMBER] hours in advance thereof. The removal of Director as Chairman, by itself, shall not affect the vesting schedule. The Options shall be subject to the terms and conditions of Company's [NUMBER] Stock Incentive Plan (the \"Plan\") and Company's standard Stock Option Agreement, as modified by this Agreement. During the term of this Agreement, Director may be granted additional stock options or other equity rights, as determined by Company's Compensation Committee, in its sole discretion. Benefits. Company will provide Director and his domestic partner with medical, dental, eye-care, disability and life insurance benefits in accordance with the benefit plans established by Company for its senior executives (as may be amended from time to time in Company's sole discretion) to the extent allowed under the terms of such plans and will pay all premiums for coverage of Director and his family, including his domestic partner",null,"Agreement for Chairman of Board of Directors","9",60,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-for-chairman-of-board-of-directors-D852.png","https://templates.business-in-a-box.com/imgs/250px/852.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#852.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"agreement for chairman board directors","Agreement for Chairman of Board of Directors Template","https://templates.business-in-a-box.com/imgs/400px/852.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[34,38,42,46,50,54,58,62,66,70,74,78,82,102,118,133,148,163],{"label":35,"url":36,"thumb":37,"extension":10},"Board Resolution Approving Compensation for Board of Directors","/template/board-resolution-approving-compensation-for-board-of-directors-D39","https://templates.business-in-a-box.com/imgs/250px/39.png",{"label":39,"url":40,"thumb":41,"extension":10},"Advisory Board Agreement","/template/advisory-board-agreement-D13898","https://templates.business-in-a-box.com/imgs/250px/13898.png",{"label":43,"url":44,"thumb":45,"extension":10},"Indemnification Agreement For Directors","/template/indemnification-agreement-for-directors-D480","https://templates.business-in-a-box.com/imgs/250px/480.png",{"label":47,"url":48,"thumb":49,"extension":10},"Board Advisor Agreement","/template/board-advisor-agreement-D13814","https://templates.business-in-a-box.com/imgs/250px/13814.png",{"label":51,"url":52,"thumb":53,"extension":10},"Board Resolution Approving Unanimous Shareholders Agreement","/template/board-resolution-approving-unanimous-shareholders-agreement-D5153","https://templates.business-in-a-box.com/imgs/250px/5153.png",{"label":55,"url":56,"thumb":57,"extension":10},"Minutes of Meeting of Directors","/template/minutes-of-meeting-of-directors-D14","https://templates.business-in-a-box.com/imgs/250px/14.png",{"label":59,"url":60,"thumb":61,"extension":10},"Board Resolution Approving Sale Agreement Sole Director","/template/board-resolution-approving-sale-agreement-sole-director-D5152","https://templates.business-in-a-box.com/imgs/250px/5152.png",{"label":63,"url":64,"thumb":65,"extension":10},"Notice of Meeting of Directors","/template/notice-of-meeting-of-directors-D8","https://templates.business-in-a-box.com/imgs/250px/8.png",{"label":67,"url":68,"thumb":69,"extension":10},"Board Resolution","/template/board-resolution-D78","https://templates.business-in-a-box.com/imgs/250px/78.png",{"label":71,"url":72,"thumb":73,"extension":10},"Board Resolution to Terminate a Contract","/template/board-resolution-to-terminate-a-contract-D75","https://templates.business-in-a-box.com/imgs/250px/75.png",{"label":75,"url":76,"thumb":77,"extension":10},"Minutes of Meeting of Directors First","/template/minutes-of-meeting-of-directors-first-D15","https://templates.business-in-a-box.com/imgs/250px/15.png",{"label":79,"url":80,"thumb":81,"extension":10},"Minutes of Meeting of Directors Special","/template/minutes-of-meeting-of-directors-special-D16","https://templates.business-in-a-box.com/imgs/250px/16.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":91,"keywords":100,"url":101},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[92,95,98],{"label":93,"url":94},"Human Resources","human-resources",{"label":96,"url":97},"Hire an Employee","hire-employee",{"label":17,"url":99},"business-legal-agreements","employment agreement executive","/template/employment-agreement-executive-D543",{"description":103,"descriptionCustom":6,"label":104,"pages":85,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":116,"url":117},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long",513,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":110,"description":6},"consulting agreement long",[112,113],{"label":17,"url":99},{"label":114,"url":115},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":105,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":132},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":126,"description":6},"non disclosure agreement nda",[128,129],{"label":17,"url":99},{"label":130,"url":131},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":146,"url":147},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[143],{"label":144,"url":145},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":105,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":162},"CORPORATE GOVERNANCE POLICY PURPOSE The purpose of this Corporate Governance Policy at [YOUR COMPANY NAME] is to establish a comprehensive framework for the governance of the organization. This policy ensures that the company is managed in an ethical, transparent, and accountable manner, aligning with regulatory requirements and best practices in corporate governance. It aims to promote the long-term interests of shareholders, while taking into account the interests of other stakeholders, including employees, customers, suppliers, and the community. CORPORATE GOVERNANCE PRINCIPLES Accountability: Ensure the company is accountable to its shareholders and stakeholders. This includes regular reporting, transparent decision-making processes, and a robust system of checks and balances. Transparency: Provide clear and timely information about the company's activities, performance, and governance. This involves regular disclosures, financial reporting, and open communication channels. Integrity: Conduct business with honesty and integrity, adhering to ethical standards. This includes fostering a culture of ethical behavior and ensuring that all employees understand and follow the company's code of conduct. Fairness: Treat all stakeholders fairly and equitably. This means providing equal opportunities, preventing conflicts of interest, and ensuring that decisions are made impartially. Responsibility: Ensure the company meets its legal and regulatory obligations and operates sustainably. This involves maintaining compliance with all applicable laws and regulations and implementing policies that promote social and environmental responsibility. BOARD OF DIRECTORS Composition: The Board shall consist of [NUMBER] members, including a mix of executive and non-executive directors. A majority of the Board members shall be independent directors to ensure objectivity and prevent conflicts of interest. The Board shall include a diverse mix of skills, experience, and backgrounds to provide comprehensive oversight and strategic direction. Roles and Responsibilities: Strategic Guidance: Provide strategic guidance and oversight of the company's management. This includes setting the company's strategic goals and monitoring their implementation. Policy Approval: Approve major corporate plans, budgets, and policies. This ensures that all significant decisions are aligned with the company's strategic direction. Performance Monitoring: Monitor the performance of the CEO and senior management. This involves regular evaluations and feedback to ensure effective leadership. Compliance Oversight: Ensure the company's compliance with legal and regulatory requirements. This includes establishing internal controls and monitoring their effectiveness. Committees: Audit Committee: Responsible for overseeing the financial reporting process, internal controls, and the audit process. Compensation Committee: Determines executive compensation and ensures it aligns with the company's performance and strategic goals. Nomination and Governance Committee: Oversees Board composition, development, and governance practices. Establish additional committees as necessary to address specific issues or areas of concern. EXECUTIVE MANAGEMENT CEO and Senior Management: The CEO is responsible for the overall management of the company, implementing the Board's policies and strategies, and ensuring operational efficiency. Senior management supports the CEO in implementing the company's strategic and operational plans, managing day-to-day operations, and ensuring that all activities comply with internal policies and external regulations. Ensure effective communication between the Board and executive management to facilitate informed decision-making and alignment of goals. SHAREHOLDER RIGHTS Protect the rights of shareholders and ensure equitable treatment. This includes facilitating the effective exercise of voting rights and providing mechanisms for shareholders to express their views and concerns.","Corporate Governance Policy","5","https://templates.business-in-a-box.com/imgs/1000px/corporate-governance-policy-D13943.png","https://templates.business-in-a-box.com/imgs/250px/13943.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13943.xml",{"title":156,"description":6},"corporate governance policy",[158,159],{"label":93,"url":94},{"label":160,"url":161},"Company Policies","company-policies","/template/corporate-governance-policy-D13943",{"description":164,"descriptionCustom":6,"label":165,"pages":121,"size":105,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":174,"url":175},"CONFLICT OF INTEREST POLICY FOR BOARD MEMBERS PURPOSE The purpose of this Conflict of Interest Policy at [YOUR ORGANIZATION NAME] is to provide clear guidelines to ensure that all decisions made by board members are in the best interest of the organization. The Policy aims to prevent situations where personal, financial, or other interests could potentially conflict with the duty of board members to serve the organization's objectives. SCOPE This Policy applies to all board members of [YOUR ORGANIZATION NAME] and governs any situations where personal interests could impact their decision-making. It includes all direct and indirect interests, including financial, business, or other material benefits that may be gained from board decisions. POLICY PRINCIPLES Duty of Loyalty: Board members must prioritize the interests of [YOUR ORGANIZATION NAME] above their personal or financial interests when making decisions on behalf of the organization. Disclosure: Any board member who has a personal, financial, or other conflict of interest in a matter under consideration must disclose it to the board. Recusal: Board members must recuse themselves from discussions and decisions where a conflict of interest is identified to prevent biased decision-making. Transparency: All conflicts of interest must be documented in the minutes of the meeting and made transparent to relevant stakeholders. IDENTIFYING CONFLICTS OF INTEREST Financial Interests: Board members must disclose any financial interests they or their family members have in organizations or entities that do business with [YOUR ORGANIZATION NAME]. Personal Relationships: Conflicts may arise from personal relationships with staff, vendors, or other board members that could influence a board member's judgment. Competing Organizations: Board members should disclose any involvement in competing organizations or other entities that could create a conflict with their duties to [YOUR ORGANIZATION NAME]. DISCLOSURE REQUIREMENTS Annual Disclosure: Board members are required to submit an annual disclosure form identifying any potential conflicts of interest they may have. Ongoing Disclosure: In addition to annual disclosures, board members must promptly disclose any new potential conflicts as they arise during the course of their term. MANAGING CONFLICTS OF INTEREST Conflict Review: Upon disclosure of a potential conflict, the board will review the situation and determine if a conflict of interest exists.","Conflict Of Interest Policy For Board Members","https://templates.business-in-a-box.com/imgs/1000px/conflict-of-interest-policy-for-board-members-D13933.png","https://templates.business-in-a-box.com/imgs/250px/13933.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13933.xml",{"title":170,"description":6},"conflict of interest policy for board members",[172,173],{"label":93,"url":94},{"label":160,"url":161},"conflict interest policy for board members","/template/conflict-of-interest-policy-for-board-members-D13933",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":251,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":502,"classification":503},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Chairman of Board of Directors Agreement Template | BIB","Free Chairman of Board of Directors Agreement template covering duties, compensation, term, confidentiality, and termination.","chairman of board of directors agreement",[183,184,185,186,187,188,189],"board chairman agreement template","chairman agreement template word","chairman of board contract","board chairman employment agreement","corporate chairman agreement template free","chairman service agreement","board of directors chairman contract template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"An Agreement for Chairman of Board of Directors is a legally binding contract between a corporation and the individual appointed to chair its board. It sets out the chairman's specific duties, term of appointment, compensation, expense reimbursement, confidentiality obligations, and termination conditions in a single enforceable document. This free Word download can be edited online and exported as PDF for immediate execution by both parties.\n","Use it whenever a board formally appoints a chairman — whether an independent chair, a non-executive chair, or a founder transitioning from CEO to chairman. It is equally essential when the role carries significant compensation, equity, or advisory responsibilities that need to be clearly documented and separated from the company's bylaws.\n","Appointment and term clause, defined duties and board leadership responsibilities, compensation and equity structure, expense reimbursement, confidentiality and non-disclosure obligations, non-compete and non-solicitation restrictions, indemnification and D&O insurance coverage, and termination and resignation procedures.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Corporate boards","Formalizing the appointment of an independent or non-executive chairman","persona-board-director",{"title":207,"use_case":208,"icon_asset_id":209},"Startup founders","Transitioning from CEO to chairman role with defined responsibilities and compensation","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Private equity-backed companies","Documenting a PE-appointed chairman's oversight obligations and equity participation","persona-ceo",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate secretaries and general counsel","Ensuring the chairman's role is documented separately from the company's governance documents","persona-hr-manager",{"title":219,"use_case":220,"icon_asset_id":221},"Nonprofit organizations","Appointing a paid or unpaid board chairman with clear fiduciary duties and term limits","persona-nonprofit-exec",{"title":223,"use_case":224,"icon_asset_id":225},"Professional services firms","Engaging a senior industry figure as chairman to provide strategic guidance and board leadership","persona-operations-director",[227,230,234,237,240,243,247],{"situation":228,"recommended_template":7,"slug":229},"Appointing an independent chairman separate from the CEO role","agreement-for-chairman-of-board-of-directors-D852",{"situation":231,"recommended_template":232,"slug":233},"Engaging a non-executive director without a chairman title","Non-Executive Director Agreement","employment-agreement-executive-D543",{"situation":235,"recommended_template":236,"slug":233},"Hiring a CEO who also serves temporarily as board chair","Executive Employment Agreement",{"situation":238,"recommended_template":39,"slug":239},"Appointing an independent advisor with board observation rights","advisory-board-agreement-D13898",{"situation":241,"recommended_template":242,"slug":229},"Adding a new board member below chairman level","Board of Directors Agreement",{"situation":244,"recommended_template":245,"slug":246},"Retaining a senior consultant in a strategic oversight capacity","Consulting Agreement","consulting-agreement---long-D12543",{"situation":248,"recommended_template":249,"slug":250},"Documenting equity compensation tied to the chairman appointment","Stock Option Agreement","employee-stock-option-agreement-D12613",[252,255,258,261,264,267,270,273,276,279,282],{"term":253,"definition":254},"Chairman of the Board","The individual elected or appointed to lead and preside over a company's board of directors, distinct from the CEO who manages day-to-day operations.",{"term":256,"definition":257},"Non-Executive Chairman","A board chairman who does not hold an executive management role in the company — providing independent oversight rather than operational leadership.",{"term":259,"definition":260},"Fiduciary Duty","The legal obligation of a board member to act in the best interests of the corporation and its shareholders, including duties of care and loyalty.",{"term":262,"definition":263},"Indemnification","A contractual obligation by the company to defend and cover losses incurred by the chairman arising from actions taken in good faith on the company's behalf.",{"term":265,"definition":266},"D&O Insurance","Directors and Officers liability insurance that covers legal costs and damages arising from claims against board members for alleged wrongful acts in their governance roles.",{"term":268,"definition":269},"Term of Appointment","The defined period during which the chairman serves in the role, which may run concurrently with board membership terms or be set independently.",{"term":271,"definition":272},"Non-Solicitation Clause","A post-appointment restriction preventing the departing chairman from recruiting the company's employees or clients for a defined period after the relationship ends.",{"term":274,"definition":275},"Cause (for Removal)","Specific documented grounds — such as fraud, gross negligence, or a material breach of the agreement — that allow the company to remove the chairman without triggering severance or a notice period.",{"term":277,"definition":278},"Chair Retainer","A fixed periodic fee paid to the chairman in exchange for their services, separate from per-meeting attendance fees or equity compensation.",{"term":280,"definition":281},"Conflict of Interest","A situation where the chairman's personal financial interests, other board memberships, or business relationships could improperly influence decisions made on behalf of the company.",{"term":283,"definition":284},"Corporate Governance","The system of rules, practices, and processes by which a company is directed and controlled, including the structure and responsibilities of the board.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Appointment and term","Identifies the company and the chairman by their full legal names, confirms the formal appointment, and states the term length, commencement date, and renewal or election conditions.","[COMPANY LEGAL NAME] ('Company') hereby appoints [CHAIRMAN FULL NAME] ('Chairman') as Chairman of its Board of Directors effective [START DATE], for an initial term of [X] year(s), renewable upon re-election by the shareholders in accordance with the Company's articles of incorporation.","Tying the chairman's term directly to a specific board resolution date rather than to the shareholder election cycle — creating a mismatch that requires a contract amendment every year.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Duties and responsibilities","Defines the chairman's specific obligations — presiding over board meetings, setting agendas, leading governance processes, liaising between the board and CEO, and representing the company to stakeholders.","The Chairman shall: (a) preside over all meetings of the Board of Directors; (b) set the agenda for each meeting in consultation with the CEO; (c) ensure effective communication between the Board and management; and (d) represent the Company at [SPECIFIED EXTERNAL ENGAGEMENTS].","Describing duties so vaguely that the chairman's scope overlaps with the CEO's operational authority — creating ambiguity that leads to governance disputes.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Time commitment","States the minimum expected time the chairman will dedicate to the role — board meeting days, committee work, preparation, and any additional strategic engagements.","The Chairman is expected to dedicate approximately [X] days per month to the role, including attendance at [X] board meetings per year, committee participation, and preparation time. Significant additional engagements require mutual written agreement.","Omitting a time commitment clause entirely, leaving the company unable to enforce availability expectations or justify a change of leadership if the chairman becomes passive.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Compensation and expense reimbursement","Sets out the chairman's retainer fee or annual cash compensation, any equity grants, meeting attendance fees, and the process for reimbursing reasonable business expenses.","The Company shall pay the Chairman an annual retainer of $[AMOUNT], payable in equal [monthly/quarterly] installments. The Chairman shall also receive [X] stock options / restricted stock units under the Company's [EQUITY PLAN NAME]. Reasonable, pre-approved business expenses shall be reimbursed within [30] days of submission.","Granting equity to the chairman in the body of the agreement without referencing a separate option or RSU agreement — creating two conflicting instruments governing the same grant.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Confidentiality and non-disclosure","Prohibits the chairman from disclosing or using the company's confidential information — board deliberations, financial data, strategic plans, and M&A discussions — during and after the appointment.","The Chairman shall not, during or after the term of this Agreement, disclose or use any Confidential Information of the Company for any purpose other than fulfilling duties under this Agreement. 'Confidential Information' includes board minutes, financial data, strategic plans, and any non-public information relating to the Company's business or affairs.","Excluding board deliberations and M&A discussions from the definition of Confidential Information on the assumption they are already protected — leaving the company with no contractual remedy if boardroom discussions are disclosed.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Non-compete and non-solicitation","Restricts the chairman from competing with the company or soliciting its employees or clients during the appointment and for a defined period afterward.","During the term and for [12] months following termination, the Chairman shall not: (a) serve as a director, officer, or advisor to any Competing Business within [GEOGRAPHIC AREA / INDUSTRY SCOPE]; or (b) solicit any employee or client of the Company.","Applying the same broad non-compete to a non-executive chairman that would be used for an executive — courts scrutinize restrictions on non-employees more closely and routinely void overbroad clauses.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Indemnification and D&O insurance","Commits the company to indemnify the chairman against claims arising from good-faith actions in the role and to maintain adequate D&O insurance coverage throughout the term.","The Company shall indemnify the Chairman to the fullest extent permitted by applicable law for all liabilities, costs, and expenses incurred in connection with any claim arising from the Chairman's good-faith performance of duties under this Agreement. The Company shall maintain D&O insurance with minimum coverage of $[AMOUNT] during the term.","Omitting a specific D&O insurance coverage floor — leaving the chairman with a theoretical indemnity but no guarantee the company carries sufficient insurance to honor it.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Conflicts of interest and other directorships","Requires the chairman to disclose any actual or potential conflicts of interest and restricts or regulates simultaneous directorships at competing companies.","The Chairman shall promptly disclose to the Board any actual or potential conflict of interest as soon as it arises. The Chairman shall not simultaneously serve on the board of a Competing Business without prior written consent of the Board. Current directorships are listed in Schedule A.","Failing to attach a Schedule A listing the chairman's existing directorships at execution — making it impossible to distinguish newly acquired conflicting positions from pre-existing ones that were consented to.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Termination and resignation","Specifies the notice period for resignation, the grounds and process for removal by the board or shareholders, the consequences of termination with or without cause, and any post-termination payments.","Either party may terminate this Agreement by giving [30] days' written notice. The Company may terminate for Cause immediately without notice or compensation. Upon termination without Cause, the Chairman shall receive a pro-rated retainer for the notice period. All vested equity rights survive termination.","No provision for what happens to unvested equity on termination — creating a dispute each time a chairman departs mid-cycle over whether unvested grants are forfeited or accelerated.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","States the jurisdiction whose corporate and contract law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall first be subject to mediation. If unresolved within [30] days, disputes shall be referred to binding arbitration under the [AAA / JAMS / ICC] Rules in [CITY].","Selecting a governing law jurisdiction that differs from where the company is incorporated — creating a conflict between contractual law and mandatory corporate law provisions that cannot be contracted out of.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Enter the company's full legal name and the chairman's details","Use the company's registered legal name — not a trade name — and the chairman's full legal name as it appears on government-issued ID. Confirm both match the board resolution authorizing the appointment.","Cross-reference the company's certificate of incorporation to ensure the exact entity name is used — discrepancies between the contract and corporate records can complicate indemnification claims.",{"step":343,"title":344,"description":345,"tip":346},2,"Set the term, commencement date, and renewal mechanism","Define the initial term length (typically 1–3 years), the exact start date, and whether renewal is automatic, subject to shareholder re-election, or requires a separate board vote.","Align the term with your company's annual general meeting cycle so renewal corresponds naturally to the shareholder election process.",{"step":348,"title":349,"description":350,"tip":351},3,"Define duties with clear boundaries from the CEO's role","List the chairman's specific responsibilities — presiding over meetings, agenda-setting, stakeholder representation — and explicitly exclude operational management functions that belong to the CEO.","A one-paragraph 'division of responsibilities' summary shared with both the chairman and CEO at signing prevents governance boundary disputes before they arise.",{"step":353,"title":354,"description":355,"tip":356},4,"Set compensation, equity grants, and expense parameters","Enter the annual retainer amount, payment frequency, any equity grant details, and the expense reimbursement process. Reference the relevant equity plan by name rather than embedding grant terms in the body of this agreement.","State the currency explicitly for any chairman based in a country different from the company's home jurisdiction to avoid ambiguity on retainer payments.",{"step":358,"title":359,"description":360,"tip":361},5,"Tailor the confidentiality and non-compete provisions","Confirm that board deliberations, M&A discussions, and strategic plans are explicitly included in the definition of Confidential Information. Set the non-compete duration and geographic or industry scope proportionate to the chairman's actual access to competitive intelligence.","For non-executive chairmen with limited operational access, a 12-month post-appointment non-compete is typically more defensible than a 24-month restriction.",{"step":363,"title":364,"description":365,"tip":366},6,"Confirm indemnification scope and D&O insurance minimums","State that indemnification applies to the fullest extent permitted by applicable law and specify the minimum D&O coverage level the company must maintain. Have your insurer confirm the current policy limit before execution.","Ask the company's insurance broker to confirm in writing that the D&O policy covers the chairman's role specifically — some policies require endorsement for non-employee directors.",{"step":368,"title":369,"description":370,"tip":371},7,"Attach Schedule A listing existing directorships","List all current board memberships and advisory roles held by the chairman at the time of signing. This baseline record distinguishes pre-consented positions from future conflicts.","Have the chairman update Schedule A annually as part of the board's conflict-of-interest review process.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before the chairman's first board meeting","Both parties must sign the agreement before the chairman presides over their first meeting. Retroactive execution creates questions about the enforceability of confidentiality and IP obligations during the uncontracted period.","Use a countersignature structure: the board's authorized signatory (typically the company secretary or CEO) signs first, then the chairman countersigns — creating a clear execution record.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Blurring the chairman's duties with CEO authority","Overlapping duty definitions create governance disputes about who has the final word on strategic decisions, board agendas, and external communications — often surfacing publicly during a crisis.","Draft a concise division-of-responsibilities clause that explicitly reserves operational management to the CEO and limits the chairman to board leadership and oversight functions.",{"mistake":383,"why_it_matters":384,"fix":385},"No Schedule A listing existing directorships","Without a baseline record of the chairman's other board positions at signing, the company cannot enforce the conflict-of-interest clause against roles the chairman held before the agreement was executed.","Attach and initial a Schedule A at signing listing every current directorship, advisory role, and significant ownership interest held by the chairman.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting equity treatment on termination","When a chairman departs mid-vesting cycle, the absence of a clause addressing unvested equity triggers disputes that can delay a board transition and create legal costs disproportionate to the grant's value.","Include an explicit provision stating whether unvested equity is forfeited, accelerated, or pro-rated on termination without cause, and whether the same applies on resignation.",{"mistake":391,"why_it_matters":392,"fix":393},"Selecting a governing law that conflicts with the incorporation jurisdiction","Mandatory corporate law provisions — fiduciary duty standards, removal procedures, and indemnification limits — in the state or country of incorporation apply regardless of the contractual governing law choice.","Use the jurisdiction of incorporation as the governing law. If the chairman is based elsewhere, add a clause addressing employment tax treatment in the chairman's location separately.",{"mistake":395,"why_it_matters":396,"fix":397},"Applying an executive-level non-compete to a non-executive chairman","Courts apply heightened scrutiny to restrictive covenants on non-employees who receive no salary. A broad non-compete on a part-time, fee-paid chairman is routinely struck down, voiding the restriction entirely.","Limit the non-compete to 12 months, the specific industry the company operates in, and the geographic markets where the chairman has actual client or competitive knowledge.",{"mistake":399,"why_it_matters":400,"fix":401},"No D&O insurance coverage floor in the indemnification clause","An indemnification promise backed by an underfunded or lapsed D&O policy is effectively unenforceable — leaving the chairman personally exposed to governance-related claims.","State a minimum coverage amount in the agreement and require the company to provide annual confirmation of the policy's active status and coverage limit to the chairman.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a Chairman of Board of Directors Agreement?","A Chairman of Board of Directors Agreement is a legally binding contract between a corporation and the individual appointed to chair its board. It documents the chairman's duties, term, compensation, confidentiality obligations, conflict-of-interest rules, indemnification rights, and termination conditions. It serves as the primary governance document for the chairman's role, supplementing the company's bylaws and articles of incorporation without replacing them.\n",{"question":407,"answer":408},"Is a separate agreement required for a board chairman?","Not always legally required, but highly advisable. A company's bylaws typically outline the chairman's basic authority to preside over meetings, but they rarely address compensation, confidentiality, non-compete restrictions, equity treatment, or indemnification in the detail needed to avoid disputes. A separate chairman agreement fills those gaps and creates a clear, enforceable record of agreed terms.\n",{"question":410,"answer":411},"What is the difference between a chairman and a CEO?","The chairman leads the board of directors — setting agendas, presiding over board meetings, and ensuring effective governance oversight of management. The CEO runs the company's day-to-day operations and reports to the board. They can be the same person (combined chair-CEO model) or separate individuals. Most governance codes and institutional investors prefer separation to avoid conflicts of interest in oversight.\n",{"question":413,"answer":414},"What compensation is typical for a board chairman?","Non-executive chairman compensation varies widely by company size and stage. Early-stage companies often pay retainers of $20,000–$60,000 per year plus equity. Mid-market companies typically pay $60,000–$150,000. Public company chairmen at large-cap firms may receive $300,000 or more in total annual compensation including equity. The agreement should specify the retainer, any per-meeting fees, equity grants, and expense reimbursement separately.\n",{"question":416,"answer":417},"Can a chairman of the board be removed before the end of their term?","Yes. Removal procedures depend on a combination of the company's bylaws, applicable corporate law, and the terms of the chairman agreement. Most agreements permit the board or shareholders to remove the chairman with notice or for cause. The agreement should specify what constitutes cause, what notice period applies, and whether any compensation or equity acceleration is triggered on removal without cause.\n",{"question":419,"answer":420},"Does a board chairman owe fiduciary duties to the company?","Yes. As a board member, a chairman owes the same fiduciary duties of care and loyalty to the corporation as any other director in most jurisdictions. These duties exist independently of the chairman agreement and are imposed by corporate law — not by contract. The agreement can reinforce these obligations and define specific conduct standards, but cannot reduce the underlying statutory duties.\n",{"question":422,"answer":423},"Should a board chairman agreement include a non-compete clause?","It depends on the chairman's access to sensitive competitive information and the applicable jurisdiction. A non-compete is more defensible when the chairman is deeply involved in strategy, M&A, or client relationships. It must be reasonable in duration (typically 12 months), geographic scope, and industry breadth to be enforceable. Several jurisdictions require financial compensation to the chairman in exchange for post-term restrictions.\n",{"question":425,"answer":426},"What indemnification should a board chairman receive?","The agreement should indemnify the chairman to the fullest extent permitted by applicable corporate law for liabilities and costs arising from good-faith actions taken in the role. Indemnification should be backed by a D&O insurance policy with a stated minimum coverage level. Without insurance coverage, a contractual indemnification promise is only as good as the company's ability to fund a defense or settlement from its own balance sheet.\n",{"question":428,"answer":429},"Do I need a lawyer to draft a board chairman agreement?","For straightforward appointments at private companies, a well-structured template is a sound starting point. Legal review is recommended whenever the chairman receives significant equity, the role involves regulated industry obligations (financial services, healthcare), the company is publicly traded, or the chairman is based in a jurisdiction with mandatory worker or director protections. A 2–3 hour legal review typically costs $500–$1,200 and is worthwhile given the governance stakes.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Technology / SaaS","industry-saas","IP boundary clauses are critical when the chairman has an active technology background; equity compensation typically structured as RSUs or options tied to the company's standard equity plan.",{"industry":436,"icon_asset_id":437,"specifics":438},"Financial Services","industry-fintech","Regulatory fit and propriety requirements must be addressed; FCA, SEC, or FINRA obligations may attach to the chairman role, requiring specific compliance representations in the agreement.",{"industry":440,"icon_asset_id":441,"specifics":442},"Healthcare","industry-healthtech","HIPAA confidentiality obligations and anti-kickback statute compliance representations are typically added; the chairman's other board memberships require careful conflict-of-interest mapping.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing","industry-manufacturing","Trade secret and supply chain confidentiality protections are especially important; non-compete scope often needs to be defined by product category rather than broad industry to survive enforcement.",[448,451,453,456],{"vs":242,"vs_template_id":449,"summary":450},"board-of-directors-agreement-D851","A general Board of Directors Agreement governs a standard board member's obligations, compensation, and duties. A Chairman Agreement covers all of the same ground but adds provisions specific to the presiding leadership role — agenda-setting authority, CEO liaison responsibilities, enhanced time commitment expectations, and typically a higher retainer. Use the general agreement for ordinary directors and this template for the chairman specifically.",{"vs":236,"vs_template_id":233,"summary":452},"An Executive Employment Agreement governs a full-time C-suite employee — with salary, benefits, HR obligations, and employment law protections. A Chairman Agreement typically governs a non-employee or non-executive relationship with a retainer rather than a salary, no employment benefits, and no at-will or wrongful dismissal protections. Confusing the two structures creates tax misclassification risk and unintended employment law obligations.",{"vs":245,"vs_template_id":454,"summary":455},"consulting-agreement-D157","A Consulting Agreement engages an independent contractor for defined project-based deliverables. A Chairman Agreement is role-based and governance-focused — the chairman exercises fiduciary duties and board authority that a consultant does not. Using a consulting agreement for a board chairman creates legal and tax classification problems and fails to address the governance-specific obligations the role carries.",{"vs":39,"vs_template_id":457,"summary":458},"D{ADVISORY_BOARD_AGREEMENT_ID}","An Advisory Board Agreement engages external advisors for informal guidance — typically with small equity grants and no governance authority. A Chairman Agreement confers actual board leadership authority, fiduciary duties, and formal decision-making responsibilities. Advisory board members attend meetings at their discretion; a chairman is obligated to preside and is accountable to shareholders in a way advisors are not.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Private companies appointing a non-executive chairman with standard retainer compensation and no complex equity structure","Free","30–60 minutes",{"best_for":465,"cost":466,"time":467},"Companies granting significant equity, operating in regulated industries, or appointing a chairman based in a different jurisdiction","$500–$1,200","2–5 days",{"best_for":469,"cost":470,"time":471},"Public companies, PE-backed boards, cross-border appointments, or chairman roles with material severance and change-of-control provisions","$2,000–$6,000+","1–3 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","Chairman agreements are governed by state corporate law — Delaware, Nevada, and California each have distinct indemnification standards and removal procedures. Non-compete enforceability varies sharply by state; California effectively bans them for non-employees. D&O insurance is not legally mandated but is standard practice. Federal securities law imposes additional obligations on chairmen of public companies under Sarbanes-Oxley.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Canadian corporate law (CBCA and provincial equivalents) imposes statutory fiduciary duties and due diligence obligations on all directors, including the chairman, that cannot be waived by contract. In Quebec, agreements must be in French for provincially regulated entities. Non-compete clauses must be reasonable in scope and duration, and courts have increasingly scrutinized restrictions on non-salaried board roles.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","The UK Corporate Governance Code recommends a clear written agreement for the chairman's role covering time commitment, duties, and independence standards. A non-executive chairman is not an employee, so employment law protections do not apply — but tax and NIC treatment of the retainer must be assessed individually. Post-Brexit, UK companies are no longer subject to EU governance directives, but FRC guidelines remain influential for listed companies.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","EU member states vary significantly in board structure — Germany and the Netherlands use a two-tier system (supervisory board and management board) that changes the chairman's role and the applicable agreement structure. The EU Shareholder Rights Directive II requires enhanced disclosure of chairman remuneration at listed companies. GDPR applies to any personal data processed in connection with the chairman's role and should be addressed in the confidentiality provisions.",[229,233,246,494,495,496,497,498,250,499,500,501],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","corporate-governance-policy-D13943","conflict-of-interest-policy-for-board-members-D13933","letter-of-resignation-D512","indemnification-agreement-D13016","board-meeting-minutes-D13904","minutes-for-a-formal-meeting-D13",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":99,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":514},"incorporation-and-bylaws","agreement","general","all-stages",[509,510,511,512,513],"employment","chairman-agreement","board-governance","corporate-officer","legal-contract",0.92,"\u003Ch2>What is an Agreement for Chairman of Board of Directors?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement for Chairman of Board of Directors\u003C/strong> is a legally binding contract between a corporation and the individual appointed to preside over its board. It defines the chairman's specific duties and authority, term of appointment, compensation structure (retainer, equity, and expense reimbursement), confidentiality and non-disclosure obligations, conflict-of-interest requirements, indemnification rights, and the conditions under which either party may end the relationship. Unlike the company's bylaws — which address the chairman's role in general governance terms — this agreement creates enforceable, individualized obligations between the two specific parties and provides the detail needed to resolve disputes without resorting to the courts or shareholder resolutions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a dedicated chairman agreement, the role exists only within the company's bylaws and corporate statutes — documents that rarely address compensation, confidentiality, equity treatment on departure, or the boundary between the chairman's authority and the CEO's operational mandate. When these gaps are left open, they surface at the worst possible moments: a departing chairman disputes whether unvested equity accelerates; a board cannot remove a non-performing chairman because no cause standard was defined; boardroom discussions about an acquisition leak because no confidentiality obligation extended beyond the statutory minimum. A properly executed Chairman Agreement closes all of these gaps before they become governance crises, gives the chairman clarity on what they are being asked to do and compensated for, and gives the board a clear, documented basis for enforcement if the relationship breaks down.\u003C/p>\n",1778696376224]