DIRECTOR'S SERVICE CONTRACT
This Director's Service Contract is made on ________ between ________, a company incorporated under the laws of the Federal Republic of Nigeria, of the following address:
________
(Hereinafter referred to as the "Company" which expression shall where the context so admits include its representatives and assigns) of the other part.
AND
________, of the following address:
________
(Hereinafter referred to as the "Director" which expression shall where the context so admits include its representatives and assigns) of the other part.
The Company and the Director shall be individually referred to as the "Party" and collectively referred to as the "Parties."
WHEREAS:
A. By a resolution dated ________, the Company agreed to appoint ________ as a Director of the Company.
B. ________ has accepted the position of the Company Director.
NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:
1. INTERPRETATION
'Articles' means the updated Articles of Incorporation of the Company.
'By Laws' means the bylaws of the Company.
'Board of Directors' means the governing body of the Company responsible for overseeing the strategic direction, management, and decision-making processes of the Company. The Board consists of the Chief Executive Officer, executive directors, non-executive directors, and independent directors.
'CAMA' means the Companies and Allied Matters Act of 2020.
'Effective Date' means the date written in this Agreement.
2. APPOINTMENT
2.1. Subject to the terms of this Agreement and the Company's Articles, the Company hereby appoints ________ as an executive Director of ________ for the following term: ________. The appointment shall commence on ________ (the "Term") to render such services described in this Agreement, Provided that the Director's Agreement may terminate before the expiration of the Term if:
(I). The Director is removed by the Company through a members' resolution or in accordance with the Company's Articles and Bylaws;
(II). The Director resigns from office before the expiration of the Term; or
(III). The Director commits gross misconduct and is removed by the Company's Articles and/or Bylaws.
2.2. The Director hereby accepts the position of Company Director and agrees to act and perform all the obligations contained under this Agreement.
2.3. Nothing in this Agreement shall exclude the application of the retirement and rotation rule contained in the Companies and Allied Matters Act of 2020.
3. FUNCTIONS OF THE DIRECTOR
The Director's functions may vary depending on the specific responsibilities delegated to them by the Board of Directors. Notwithstanding this, the Director's general duties and obligations to the Company include as follows:
(I). Acting faithfully, efficiently, and in the best interest of the Company and its shareholders and other stakeholders of the Company.
(II). Exercising care, skill, and diligence in decision-making and performing your duties as a Director.
(III). Participating in the development and execution of the Company's strategic plan.
(IV). Contributing to the formulation of Company policies and procedures.
(V). Attend at least the following number of Board meetings of the Company:
________
(VI). Ensuring compliance with laws and regulations.
(VII). Monitoring financial performance and risk management.
(VIII). Participating in board meetings and discussions.
(IX). Identifying and mitigating business risks.
(X). Ensuring the Company has appropriate risk management policies in place.
(XI). Providing leadership and guidance to the executive team.
(XII). Overseeing the performance of senior executives.
(XIII). Building and maintaining positive relationships with shareholders, employees, customers, and other stakeholders.
(XIV). Exercising your powers within the bounds of the law and in accordance with the provisions of the Company's Articles.
(XV). Exercising your duties and obligations in good faith and for the best interest of the Company.
4. NO ASSIGNMENT
It is hereby acknowledged that this Agreement pertains to the provision of services by the Director individually. Consequently, the rights, interests, obligations, duties, and other aspects pertaining to the Director under this agreement shall not be transferred, assigned, or delegated to any third party, except in the case of a written appointment by the Board of Directors of the Company authorizing another Director of the Company to serve as a proxy at a board meeting of the Company.
5. DIRECTOR SHAREHOLDING
Directors are urged to possess shares in the Company. In the acquisition or disposition of shares, Directors are expected to adhere strictly to the Company's Articles of Association and comply with all applicable legislative and regulatory procedures.
6. OUTSIDE ENGAGEMENTS
It is acknowledged that the Director may have business interests beyond those of the Company. Under the provisions of the Companies and Allied Matters Act, 2020, the Director is required to disclose any concerns or interests in any other Company, bodies corporate (including shareholding interest), firm, or other associations. The interests register is presented at each Director's meeting. It is essential to keep the Company informed of any changes to the Director's interests for maintaining an updated interest register.
While serving as a Director, a Director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the Directors may determine, provided such appointments do not conflict with the Company's business and do not significantly inhibit the Director performance as a Director. In such cases, the Director must disclose the Director's interest in any other Company.
7. REMUNERATION
7.1. Director's Fees: In consideration for the services rendered by the Director, the Company agrees to pay the Director a fixed sum as the Director's fees. The specific amount shall be determined and communicated by the Company's Board of Directors from time to time.
7.2. Meeting Allowance: The Director shall be entitled to reasonable allowances for attendance at Board and committee meetings, as determined by the Company's Articles and bylaws.
7.3. Expenses: The Company shall reimburse the Director for reasonable and necessary expenses incurred in the performance of the Director's duties, subject to the Company's policies and approval procedures.
7.4. Compensation Review and Adjustment: The Board of Directors shall regularly review the Director's fees and, at its discretion, may modify the compensation, taking into account diverse factors such as the Company's financial performance and prevailing market conditions.
The Company will promptly pay and be solely responsible for paying, as the same become due and payable as a result or consequence of monies paid or payable by the Company to the Director under this Agreement, all amounts payable under applicable tax statutes, workers' compensation or workplace safety and insurance statutes, pension plan statutes, and any other taxes, statutory deductions, contributions, and assessments on income required by the federal government, or any other regulatory authority.
8. POWERS AND DUTIES OF DIRECTORS
8.1. The business of the Company shall be managed by the Directors, who may exercise such powers of the Company that are not inconsistent with these regulations and the provisions of the Company's Memorandum and Articles of Association.
8.2. A Director may be assigned to a special committee. In this case, the Director shall comply with the rules of procedure for any of such committees.
8.3. Upon appointment, the Director shall:
(I). Act at all times in the best interest of the Company;
(II). Exercise reasonable care and skill in performing his duties and where he is appointed based on specific qualifications, shall ensure that he holds such qualification throughout the Directorship;
(III). Exercise his powers for the purpose for which is specified and shall not do so for a collateral purpose and the power;
(IV). Carry out his duties in utmost good faith and shall exercise such diligence which any reasonable prudent Director would exercise in comparable circumstances;
(V). Not exercise any implied powers as a Director of the Company. It is the understanding of the Parties that save for statutory powers granted to Directors under Nigerian law, the Director's powers are limited to powers expressly granted to him by the Company.
8.4. The Director shall be required to hold at least (________) shares in the Company.
9. LIMITATIONS
9.1. The Director shall not do the following without obtaining the prior approval of the Company given by a resolution of the members of the Company:
(I). Acquire any business or asset on behalf of the Company;
(II). Enter a binding Agreement with another on behalf of the Company;
(III). In exercising the Company's borrowing powers, the Director shall not exceed the limit set in the Company's Articles or Bylaws; and
(IV). Not sell or dispose of assets having a value of more than 50% of the assets of the Company.
9.2. The Directors may also do the acts and assignments as directed by the Company and in accordance with the Company's Articles, Bylaws, and under the relevant laws.
10. PROXIES AND REPRESENTATIVES
The Director may from time to time by power of attorney appoint any firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and such powers, authorities and discretion vested in them.
11. ALTERNATE DIRECTOR AND PROXY
11.1. The Director may appoint any other person approved by the resolution of the Board of Directors to be an alternate.
11.2. The appointment and removal of an alternate Director must be effected by notice in writing to the Company and signed by the appointor. The notice must include the following:
(I). Particulars of the alternate; and
(II). A statement signed by the proposed alternate indicating his acceptance to act as an alternate.
11.3. The alternate Directors shall have the same rights, in relation to any Director's decision-making process. Subject to the terms of the appointment, the alternate may exercise the powers and responsibilities of the appointor.
11.4. The alternative may be counted as a participant to determine whether a quorum is formed and may sign a written resolution except the alternate is expressly authorized to do otherwise.
11.5. An alternate Director is not entitled to any form of remuneration from the Company except when the appointor (the Director) directs (by notice in writing) that a part of the appointor's remuneration compensation is given to the alternate.
11.6. The appointment of the alternate Director terminates when any of the following occurs:
(I). The appointor revokes the alternate's appointment by notice in writing to the Company;
(II). On the death of the alternate's appointor;
(III). When the appointor ceases to be a Director of the Company.
12. MEETINGS OF THE BOARD OF DIRECTORS
12.1. Board meetings shall be convened at regular intervals. Notwithstanding anything to the contrary in this Article, all decisions of the Board shall be by a majority vote of the Directors.
12.2. Resolutions of the Board shall be validly passed, if a quorum is present and, except as otherwise provided in this Article, by majority vote. The quorum for the meeting of the Directors shall be determined by the Company's Articles or Bylaws.
12.3. Each Director shall be entitled to 1 (one) vote. The votes shall be cast by show of hands and in the event of equality of votes at a meeting of the Board, the Chairman shall be entitled to vote.
12.4. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors shall be valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
12.5. The Company shall compensate the Director with the payment of attendance/sitting fees and Director's fees. The Company will reimburse reasonable expenses incurred in carrying out the roles of Directors as approved by the members in a general meeting.
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14. TERMINATION OF THE DIRECTOR'S APPOINTMENT
14.1. Notwithstanding any other provision in this Agreement, if any of the following occurs, the Company reserves the right to terminate the Director's appointment if:
(I). The Director engages in a breach, repeated breach, or continual breach of any obligations outlined in this Agreement;
(II). The Director makes any representation or warranty in this Agreement that is found to be untrue or incorrect;
(III). The Director violates, is in violation of, or has violated any covenant specified in this Agreement;
(IV). The Director fails to perform the duties and obligations described under this Agreement and other incidental duties.
(IV). The Director contravenes the law, Company By-laws, or other regulations that disqualify the Director from taking the Director position.
(V). The Director is charged with fraud or any serious offence relating to the discharge of duties;
(VI). An action and omission that brings the name and the business of the Company to disrepute;
(VII). The Director engages in serious misconduct or serious neglect in the execution of the Director's duties as outlined herein;
(VIII). The actions or omissions of the Director bring the name or reputation of the Company, or any of its affiliates into serious disrepute or adversely affect the business interests of the Company;
(IX). The Director faces criminal liability charges or is convicted of any criminal offence, excluding offences deemed by the Board of Directors of the Company, in their reasonable opinion, not to impact the Director's role as a Director, considering the nature of the duties and capacities involved; or
(X). The Director is subject to legal action, fines, penalties, or censure for alleged or proven violations of any securities law or regulation, either in Nigeria or elsewhere.
14.2. The office of a Director shall be vacated if the Director:
(I) Dies;
(II) Fails to have the required shares in the Company;
(III) Becomes bankrupt or makes any arrangement or composition with his creditors generally;
(IV) Becomes of unsound mind;
(V) Resigns his office by notice in writing to the Company provided that the Director provides advance notice of: ________;
(VI) Is or becomes prohibited from acting as a Director by reason of any law, regulation, rule, practice direction, or practice rule from holding the position of Director or senior officer, or the Director loses the qualifications necessary for such a role;
(VII) Is or becomes unable to fulfill duties under this Agreement due to health reasons, disability, or mental incapacity unless the Company can reasonably accommodate the Director's health impairment or disability without incurring undue hardship;
(VIII) Has consistently been absent from meetings without any valid reason.
14.3. Following termination, the Company will have no further obligations to the Director.
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16. DISCLOSURES
A Director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the Directors may determine.
The Director shall perform all tasks and obligations diligently and in accordance with the highest standard of professionalism required for the specific task. Therefore, the Director shall refrain from engaging or participating in any activity, transaction, or business that conflicts with the interests or objectives of the Company. In cases of potential conflict, the Director undertakes to disclose or report any financial or other personal interests that may conflict with the interest of the Company.
17. CONFLICT OF INTEREST AND NON-COMPETITION
17.1. Unless otherwise provided in this Agreement, the Director shall refrain from serving as a Director in another Company, providing any service, or engaging in any business venture or relationship with any party during the Term if the performance of that service may result in a conflict of interest between the Director's obligations under this Agreement.
17.2. Notwithstanding the above, the Director must perform all tasks and obligations diligently and in accordance with the highest standard of professionalism required for the specific task. The Director undertakes to promptly notify, disclose, or report any financial or other personal interests that may conflict with the interest of the Client.
17.3. Unless otherwise provided in this Agreement, the Director undertakes not to, without the prior written consent of the Company, within twelve (12) months following the termination of this Agreement, on his behalf or on behalf of any person competing or attempting to compete with the Company, directly or indirectly solicit, attempt to solicit or seek to gain the custom of, canvass, or interfere with any person that:
(a). Is a customer or client of the Company as of the date of termination of this Agreement;
(b). Was a customer or client of the Company at any time within twelve (12) months prior to the date of termination of this Agreement; or
(c). Has been pursued as a prospective customer or client by or on behalf of the Company at any time within twelve (12) months prior to the date of termination of this Agreement, and in respect of whom the Company has not decided to cease all such pursuit.
17.4. The Director affirms that the restrictions in Article 17.3 are reasonable and waives all defences to their strict enforcement by the Company.
17.5. The Director affirms that Articles 17.3(a), 17.3(b), and 17.3(c) are each independent and separable covenants. If any such covenant or covenants are deemed unenforceable in whole or in part, such unenforceability shall apply only to the determined covenant or covenants, and all other covenants shall remain fully effective.
18. CONFIDENTIALITY OBLIGATIONS
18.1. The Director acknowledges that the Director may, from time to time, possess certain confidential information belonging to the Company, including but not limited to trade secrets, whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, Agreements, and accounts of the Company, whether in print, stored electronically, or provided verbally (referred to as "Confidential Information"). However, Confidential Information shall not include:
(I). Information that has become generally available to the public, other than through disclosure in violation of this Agreement;
(II). Information lawfully received on a non-confidential basis by the Director from a source other than the Company or any of its subsidiaries, parent company, affiliates, Directors, officers, employees, agents, advisors, or other representatives, provided such source is not prohibited from transmitting or disclosing the data or information due to Agreementual, legal, or fiduciary obligations;
(III). Information that the Director is obligated to disclose under the law, provided the Director promptly notifies the Company of such mandatory disclosure. The Company may seek a protective order or alternative remedy or waive compliance with this Agreement;
(IV). Information that is given by the Company to third parties without any restrictions.
18.2. The Director acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company's most valuable assets and its value may be compromised by dissemination or unauthorized use.
18.3. The Director commits to treating Confidential Information as confidential and will not, without prior written consent from a majority of the Company's Board of Directors (excluding the Director if a member of the board), publish, release, disclose, or allow the publication, release, or disclosure of any Confidential Information, either before or after the termination of this Agreement, except for the Company's purposes and benefit.
18.4. During the term of the Agreement and for twelve (12) months thereafter, the Director agrees not to use, directly or indirectly, any Confidential Information for personal benefit or for the benefit of any person competing or attempting to compete with the Company.
19. GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.
20. DISPUTE RESOLUTION
20.1. Subject to other provisions of this Agreement, the Parties agree that they shall use their best endeavours to settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably. Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the Arbitration rules and procedure agreed by the Parties.
20.2. The Arbitrators shall be appointed by the Parties and the venue of Arbitration shall be decided by the Parties. In the case of deadlock, the venue of arbitration shall be in the city of the Company's location.
20.3. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
21. JURISDICTION
The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.
22. GENERAL PROVISIONS
22.1. ASSIGNMENT: Neither of the Parties may assign nor transfer any of its rights, benefits or obligations under this Agreement.
22.2. ENTIRE AGREEMENT: This Agreement and any other document referred to in this Agreement, constitute the entire agreement between the Parties and supersedes any prior written or oral agreements made between them.
22.3. WAIVERS: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or omission to exercise any right shall be construed as waiver.
22.4. VARIATION: No part, supplement, amendment or replacement of or from this Agreement shall be made effective except such variation is done by writing and signed by the Parties to this Agreement.
22.5. SEVERABILITY: If any part of this Agreement is held invalid and/or unenforceable for any reason, such provision shall not affect the validity of the remaining parts of this Agreement.
22.6. COUNTERPARTS: This Agreement may be executed in several counterparts, all of which constitute a single Agreement between the Parties.
22.7. FURTHER ASSURANCE: The Parties shall execute and deliver all such documents and take such actions and steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
22.8. NOTICES: All notices or communication given or made under this Agreement shall be in writing. Any of such notice or communication shall be deemed to have been given if:
a. Sent by personal delivery, upon delivery at the address of the relevant Party;
b. Sent by courier service, upon receipt of confirmation of delivery;
c. Sent by facsimile, upon receipt of a confirmation of transmission.
IN THE WITNESS WHEREOF the Parties have executed this Agreement the day and year first written above.
The Common Seal of the within named ________ is hereunto affixed in the presence of:
____________________________
________
Managing Director
SIGNED, SEALED, AND DELIVERED by the within named ________
________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
DIRECTOR'S SERVICE CONTRACT
This Director's Service Contract is made on ________ between ________, a company incorporated under the laws of the Federal Republic of Nigeria, of the following address:
________
(Hereinafter referred to as the "Company" which expression shall where the context so admits include its representatives and assigns) of the other part.
AND
________, of the following address:
________
(Hereinafter referred to as the "Director" which expression shall where the context so admits include its representatives and assigns) of the other part.
The Company and the Director shall be individually referred to as the "Party" and collectively referred to as the "Parties."
WHEREAS:
A. By a resolution dated ________, the Company agreed to appoint ________ as a Director of the Company.
B. ________ has accepted the position of the Company Director.
NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:
1. INTERPRETATION
'Articles' means the updated Articles of Incorporation of the Company.
'By Laws' means the bylaws of the Company.
'Board of Directors' means the governing body of the Company responsible for overseeing the strategic direction, management, and decision-making processes of the Company. The Board consists of the Chief Executive Officer, executive directors, non-executive directors, and independent directors.
'CAMA' means the Companies and Allied Matters Act of 2020.
'Effective Date' means the date written in this Agreement.
2. APPOINTMENT
2.1. Subject to the terms of this Agreement and the Company's Articles, the Company hereby appoints ________ as an executive Director of ________ for the following term: ________. The appointment shall commence on ________ (the "Term") to render such services described in this Agreement, Provided that the Director's Agreement may terminate before the expiration of the Term if:
(I). The Director is removed by the Company through a members' resolution or in accordance with the Company's Articles and Bylaws;
(II). The Director resigns from office before the expiration of the Term; or
(III). The Director commits gross misconduct and is removed by the Company's Articles and/or Bylaws.
2.2. The Director hereby accepts the position of Company Director and agrees to act and perform all the obligations contained under this Agreement.
2.3. Nothing in this Agreement shall exclude the application of the retirement and rotation rule contained in the Companies and Allied Matters Act of 2020.
3. FUNCTIONS OF THE DIRECTOR
The Director's functions may vary depending on the specific responsibilities delegated to them by the Board of Directors. Notwithstanding this, the Director's general duties and obligations to the Company include as follows:
(I). Acting faithfully, efficiently, and in the best interest of the Company and its shareholders and other stakeholders of the Company.
(II). Exercising care, skill, and diligence in decision-making and performing your duties as a Director.
(III). Participating in the development and execution of the Company's strategic plan.
(IV). Contributing to the formulation of Company policies and procedures.
(V). Attend at least the following number of Board meetings of the Company:
________
(VI). Ensuring compliance with laws and regulations.
(VII). Monitoring financial performance and risk management.
(VIII). Participating in board meetings and discussions.
(IX). Identifying and mitigating business risks.
(X). Ensuring the Company has appropriate risk management policies in place.
(XI). Providing leadership and guidance to the executive team.
(XII). Overseeing the performance of senior executives.
(XIII). Building and maintaining positive relationships with shareholders, employees, customers, and other stakeholders.
(XIV). Exercising your powers within the bounds of the law and in accordance with the provisions of the Company's Articles.
(XV). Exercising your duties and obligations in good faith and for the best interest of the Company.
4. NO ASSIGNMENT
It is hereby acknowledged that this Agreement pertains to the provision of services by the Director individually. Consequently, the rights, interests, obligations, duties, and other aspects pertaining to the Director under this agreement shall not be transferred, assigned, or delegated to any third party, except in the case of a written appointment by the Board of Directors of the Company authorizing another Director of the Company to serve as a proxy at a board meeting of the Company.
5. DIRECTOR SHAREHOLDING
Directors are urged to possess shares in the Company. In the acquisition or disposition of shares, Directors are expected to adhere strictly to the Company's Articles of Association and comply with all applicable legislative and regulatory procedures.
6. OUTSIDE ENGAGEMENTS
It is acknowledged that the Director may have business interests beyond those of the Company. Under the provisions of the Companies and Allied Matters Act, 2020, the Director is required to disclose any concerns or interests in any other Company, bodies corporate (including shareholding interest), firm, or other associations. The interests register is presented at each Director's meeting. It is essential to keep the Company informed of any changes to the Director's interests for maintaining an updated interest register.
While serving as a Director, a Director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the Directors may determine, provided such appointments do not conflict with the Company's business and do not significantly inhibit the Director performance as a Director. In such cases, the Director must disclose the Director's interest in any other Company.
7. REMUNERATION
7.1. Director's Fees: In consideration for the services rendered by the Director, the Company agrees to pay the Director a fixed sum as the Director's fees. The specific amount shall be determined and communicated by the Company's Board of Directors from time to time.
7.2. Meeting Allowance: The Director shall be entitled to reasonable allowances for attendance at Board and committee meetings, as determined by the Company's Articles and bylaws.
7.3. Expenses: The Company shall reimburse the Director for reasonable and necessary expenses incurred in the performance of the Director's duties, subject to the Company's policies and approval procedures.
7.4. Compensation Review and Adjustment: The Board of Directors shall regularly review the Director's fees and, at its discretion, may modify the compensation, taking into account diverse factors such as the Company's financial performance and prevailing market conditions.
The Company will promptly pay and be solely responsible for paying, as the same become due and payable as a result or consequence of monies paid or payable by the Company to the Director under this Agreement, all amounts payable under applicable tax statutes, workers' compensation or workplace safety and insurance statutes, pension plan statutes, and any other taxes, statutory deductions, contributions, and assessments on income required by the federal government, or any other regulatory authority.
8. POWERS AND DUTIES OF DIRECTORS
8.1. The business of the Company shall be managed by the Directors, who may exercise such powers of the Company that are not inconsistent with these regulations and the provisions of the Company's Memorandum and Articles of Association.
8.2. A Director may be assigned to a special committee. In this case, the Director shall comply with the rules of procedure for any of such committees.
8.3. Upon appointment, the Director shall:
(I). Act at all times in the best interest of the Company;
(II). Exercise reasonable care and skill in performing his duties and where he is appointed based on specific qualifications, shall ensure that he holds such qualification throughout the Directorship;
(III). Exercise his powers for the purpose for which is specified and shall not do so for a collateral purpose and the power;
(IV). Carry out his duties in utmost good faith and shall exercise such diligence which any reasonable prudent Director would exercise in comparable circumstances;
(V). Not exercise any implied powers as a Director of the Company. It is the understanding of the Parties that save for statutory powers granted to Directors under Nigerian law, the Director's powers are limited to powers expressly granted to him by the Company.
8.4. The Director shall be required to hold at least (________) shares in the Company.
9. LIMITATIONS
9.1. The Director shall not do the following without obtaining the prior approval of the Company given by a resolution of the members of the Company:
(I). Acquire any business or asset on behalf of the Company;
(II). Enter a binding Agreement with another on behalf of the Company;
(III). In exercising the Company's borrowing powers, the Director shall not exceed the limit set in the Company's Articles or Bylaws; and
(IV). Not sell or dispose of assets having a value of more than 50% of the assets of the Company.
9.2. The Directors may also do the acts and assignments as directed by the Company and in accordance with the Company's Articles, Bylaws, and under the relevant laws.
10. PROXIES AND REPRESENTATIVES
The Director may from time to time by power of attorney appoint any firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and such powers, authorities and discretion vested in them.
11. ALTERNATE DIRECTOR AND PROXY
11.1. The Director may appoint any other person approved by the resolution of the Board of Directors to be an alternate.
11.2. The appointment and removal of an alternate Director must be effected by notice in writing to the Company and signed by the appointor. The notice must include the following:
(I). Particulars of the alternate; and
(II). A statement signed by the proposed alternate indicating his acceptance to act as an alternate.
11.3. The alternate Directors shall have the same rights, in relation to any Director's decision-making process. Subject to the terms of the appointment, the alternate may exercise the powers and responsibilities of the appointor.
11.4. The alternative may be counted as a participant to determine whether a quorum is formed and may sign a written resolution except the alternate is expressly authorized to do otherwise.
11.5. An alternate Director is not entitled to any form of remuneration from the Company except when the appointor (the Director) directs (by notice in writing) that a part of the appointor's remuneration compensation is given to the alternate.
11.6. The appointment of the alternate Director terminates when any of the following occurs:
(I). The appointor revokes the alternate's appointment by notice in writing to the Company;
(II). On the death of the alternate's appointor;
(III). When the appointor ceases to be a Director of the Company.
12. MEETINGS OF THE BOARD OF DIRECTORS
12.1. Board meetings shall be convened at regular intervals. Notwithstanding anything to the contrary in this Article, all decisions of the Board shall be by a majority vote of the Directors.
12.2. Resolutions of the Board shall be validly passed, if a quorum is present and, except as otherwise provided in this Article, by majority vote. The quorum for the meeting of the Directors shall be determined by the Company's Articles or Bylaws.
12.3. Each Director shall be entitled to 1 (one) vote. The votes shall be cast by show of hands and in the event of equality of votes at a meeting of the Board, the Chairman shall be entitled to vote.
12.4. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors shall be valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
12.5. The Company shall compensate the Director with the payment of attendance/sitting fees and Director's fees. The Company will reimburse reasonable expenses incurred in carrying out the roles of Directors as approved by the members in a general meeting.
13. 8528582 82 85858588
822882582525822 52225822 82 2588 825222222, 252 8222522 252 82 25582552 5282852822, 522282 252 88528225 2522 252 88528225 22882822 822252 252 2528552822 22 588 2252 22 222882 82 5882555282 8825 252 8828. 8 88528225 22 252 8222522 852 5882 82 5222825 82 5882555282 8825 252 85288828 525/25 828588.
14. TERMINATION OF THE DIRECTOR'S APPOINTMENT
14.1. Notwithstanding any other provision in this Agreement, if any of the following occurs, the Company reserves the right to terminate the Director's appointment if:
(I). The Director engages in a breach, repeated breach, or continual breach of any obligations outlined in this Agreement;
(II). The Director makes any representation or warranty in this Agreement that is found to be untrue or incorrect;
(III). The Director violates, is in violation of, or has violated any covenant specified in this Agreement;
(IV). The Director fails to perform the duties and obligations described under this Agreement and other incidental duties.
(IV). The Director contravenes the law, Company By-laws, or other regulations that disqualify the Director from taking the Director position.
(V). The Director is charged with fraud or any serious offence relating to the discharge of duties;
(VI). An action and omission that brings the name and the business of the Company to disrepute;
(VII). The Director engages in serious misconduct or serious neglect in the execution of the Director's duties as outlined herein;
(VIII). The actions or omissions of the Director bring the name or reputation of the Company, or any of its affiliates into serious disrepute or adversely affect the business interests of the Company;
(IX). The Director faces criminal liability charges or is convicted of any criminal offence, excluding offences deemed by the Board of Directors of the Company, in their reasonable opinion, not to impact the Director's role as a Director, considering the nature of the duties and capacities involved; or
(X). The Director is subject to legal action, fines, penalties, or censure for alleged or proven violations of any securities law or regulation, either in Nigeria or elsewhere.
14.2. The office of a Director shall be vacated if the Director:
(I) Dies;
(II) Fails to have the required shares in the Company;
(III) Becomes bankrupt or makes any arrangement or composition with his creditors generally;
(IV) Becomes of unsound mind;
(V) Resigns his office by notice in writing to the Company provided that the Director provides advance notice of: ________;
(VI) Is or becomes prohibited from acting as a Director by reason of any law, regulation, rule, practice direction, or practice rule from holding the position of Director or senior officer, or the Director loses the qualifications necessary for such a role;
(VII) Is or becomes unable to fulfill duties under this Agreement due to health reasons, disability, or mental incapacity unless the Company can reasonably accommodate the Director's health impairment or disability without incurring undue hardship;
(VIII) Has consistently been absent from meetings without any valid reason.
14.3. Following termination, the Company will have no further obligations to the Director.
15. 585522585582 28825858 828585852 888 855588 82 28825858
________. 888 25222522, 228222588822 28828, 2525588, 285822222, 8285582828, 525 25258 5882885225 8825 252 252888822 22 52588828 225 522 858222258 22 252 8222522, 855522282 25 82225282222282 82 252 2288288822 25 8222528 22 252 88528225, 85588 522582 252 258858882 25222522 22 252 8222522. 552 88528225 88 288825225 22 25222282 855522525 588 52252222282225 25222522 22 252 8222522, 282525: (5). 5222 252 22528252822 22 2588 825222222; 25 (55) 5222 252 8222522'8 5285282 52 522 2822.
________. 552 88528225 525228 2552, 5222 252 22528252822 22 2588 825222222, 252 88528225 8888 82225852282 5525 2825 22 252 8222522 588 82228, 2525588, 5222528, 528522228, 5282558, 2222828, 22222, 8285582828, 8522525 82 25822 25 28282522885882 822525, 25 522 22525 25222522 828222822 22 252 8222522 25 225 85885 252 8222522 82558 52822288888822 22 225258 525 88 82 252 88528225'8 2288288822, 855522, 8222528, 25 8582252.
16. DISCLOSURES
A Director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the Directors may determine.
The Director shall perform all tasks and obligations diligently and in accordance with the highest standard of professionalism required for the specific task. Therefore, the Director shall refrain from engaging or participating in any activity, transaction, or business that conflicts with the interests or objectives of the Company. In cases of potential conflict, the Director undertakes to disclose or report any financial or other personal interests that may conflict with the interest of the Company.
17. CONFLICT OF INTEREST AND NON-COMPETITION
17.1. Unless otherwise provided in this Agreement, the Director shall refrain from serving as a Director in another Company, providing any service, or engaging in any business venture or relationship with any party during the Term if the performance of that service may result in a conflict of interest between the Director's obligations under this Agreement.
17.2. Notwithstanding the above, the Director must perform all tasks and obligations diligently and in accordance with the highest standard of professionalism required for the specific task. The Director undertakes to promptly notify, disclose, or report any financial or other personal interests that may conflict with the interest of the Client.
17.3. Unless otherwise provided in this Agreement, the Director undertakes not to, without the prior written consent of the Company, within twelve (12) months following the termination of this Agreement, on his behalf or on behalf of any person competing or attempting to compete with the Company, directly or indirectly solicit, attempt to solicit or seek to gain the custom of, canvass, or interfere with any person that:
(a). Is a customer or client of the Company as of the date of termination of this Agreement;
(b). Was a customer or client of the Company at any time within twelve (12) months prior to the date of termination of this Agreement; or
(c). Has been pursued as a prospective customer or client by or on behalf of the Company at any time within twelve (12) months prior to the date of termination of this Agreement, and in respect of whom the Company has not decided to cease all such pursuit.
17.4. The Director affirms that the restrictions in Article 17.3 are reasonable and waives all defences to their strict enforcement by the Company.
17.5. The Director affirms that Articles 17.3(a), 17.3(b), and 17.3(c) are each independent and separable covenants. If any such covenant or covenants are deemed unenforceable in whole or in part, such unenforceability shall apply only to the determined covenant or covenants, and all other covenants shall remain fully effective.
18. CONFIDENTIALITY OBLIGATIONS
18.1. The Director acknowledges that the Director may, from time to time, possess certain confidential information belonging to the Company, including but not limited to trade secrets, whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, Agreements, and accounts of the Company, whether in print, stored electronically, or provided verbally (referred to as "Confidential Information"). However, Confidential Information shall not include:
(I). Information that has become generally available to the public, other than through disclosure in violation of this Agreement;
(II). Information lawfully received on a non-confidential basis by the Director from a source other than the Company or any of its subsidiaries, parent company, affiliates, Directors, officers, employees, agents, advisors, or other representatives, provided such source is not prohibited from transmitting or disclosing the data or information due to Agreementual, legal, or fiduciary obligations;
(III). Information that the Director is obligated to disclose under the law, provided the Director promptly notifies the Company of such mandatory disclosure. The Company may seek a protective order or alternative remedy or waive compliance with this Agreement;
(IV). Information that is given by the Company to third parties without any restrictions.
18.2. The Director acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company's most valuable assets and its value may be compromised by dissemination or unauthorized use.
18.3. The Director commits to treating Confidential Information as confidential and will not, without prior written consent from a majority of the Company's Board of Directors (excluding the Director if a member of the board), publish, release, disclose, or allow the publication, release, or disclosure of any Confidential Information, either before or after the termination of this Agreement, except for the Company's purposes and benefit.
18.4. During the term of the Agreement and for twelve (12) months thereafter, the Director agrees not to use, directly or indirectly, any Confidential Information for personal benefit or for the benefit of any person competing or attempting to compete with the Company.
19. GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.
20. DISPUTE RESOLUTION
20.1. Subject to other provisions of this Agreement, the Parties agree that they shall use their best endeavours to settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably. Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the Arbitration rules and procedure agreed by the Parties.
20.2. The Arbitrators shall be appointed by the Parties and the venue of Arbitration shall be decided by the Parties. In the case of deadlock, the venue of arbitration shall be in the city of the Company's location.
20.3. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
21. JURISDICTION
The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.
22. GENERAL PROVISIONS
22.1. ASSIGNMENT: Neither of the Parties may assign nor transfer any of its rights, benefits or obligations under this Agreement.
22.2. ENTIRE AGREEMENT: This Agreement and any other document referred to in this Agreement, constitute the entire agreement between the Parties and supersedes any prior written or oral agreements made between them.
22.3. WAIVERS: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or omission to exercise any right shall be construed as waiver.
22.4. VARIATION: No part, supplement, amendment or replacement of or from this Agreement shall be made effective except such variation is done by writing and signed by the Parties to this Agreement.
22.5. SEVERABILITY: If any part of this Agreement is held invalid and/or unenforceable for any reason, such provision shall not affect the validity of the remaining parts of this Agreement.
22.6. COUNTERPARTS: This Agreement may be executed in several counterparts, all of which constitute a single Agreement between the Parties.
22.7. FURTHER ASSURANCE: The Parties shall execute and deliver all such documents and take such actions and steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
22.8. NOTICES: All notices or communication given or made under this Agreement shall be in writing. Any of such notice or communication shall be deemed to have been given if:
a. Sent by personal delivery, upon delivery at the address of the relevant Party;
b. Sent by courier service, upon receipt of confirmation of delivery;
c. Sent by facsimile, upon receipt of a confirmation of transmission.
IN THE WITNESS WHEREOF the Parties have executed this Agreement the day and year first written above.
The Common Seal of the within named ________ is hereunto affixed in the presence of:
____________________________
________
Managing Director
SIGNED, SEALED, AND DELIVERED by the within named ________
________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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