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Managing Director Agreement
"I need a Managing Director Agreement for a technology startup in Manila, with strong IP protection clauses and stock option provisions, to be effective from March 1, 2025."
1. Parties: Identifies the company and the Managing Director, including their complete legal names and addresses
2. Background: Explains the context of the appointment and the company's desire to engage the Managing Director
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details the position, appointment date, and duration of the agreement
5. Duties and Responsibilities: Comprehensive outline of the Managing Director's roles, duties, and reporting relationships
6. Time Commitment: Specifies expected working hours and availability requirements
7. Compensation and Benefits: Details salary, bonuses, equity arrangements, and other benefits
8. Expenses: Outlines reimbursement policies for business-related expenses
9. Leave Entitlements: Specifies vacation, sick leave, and other time-off benefits
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Intellectual Property: Assignment of IP rights for work created during directorship
12. Termination: Grounds and procedures for termination, notice periods, and consequences
13. Post-Termination Obligations: Continuing obligations after the agreement ends
14. Governing Law: Specifies Philippine law as governing law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete: Restrictions on competing activities, used when protecting market position is crucial
2. Non-Solicitation: Restrictions on soliciting employees or clients, used when protecting relationships is important
3. Corporate Governance: Additional provisions for listed companies or regulated industries
4. Performance Metrics: Specific KPIs and evaluation criteria, used when performance-based compensation is significant
5. International Travel: Terms for international assignments or travel, used for multinational companies
6. Change of Control: Provisions dealing with company ownership changes, important for listed or acquisition-target companies
7. Insurance and Indemnification: Detailed insurance coverage and indemnity terms, important for high-risk industries
8. Representation on Other Boards: Terms for serving on other boards, used when allowing external directorships
1. Schedule 1 - Compensation Package: Detailed breakdown of salary, bonuses, and benefits structure
2. Schedule 2 - Position Description: Detailed job description and key responsibilities
3. Schedule 3 - Performance Metrics: KPIs and performance evaluation criteria
4. Schedule 4 - Company Policies: Key company policies applicable to the Managing Director
5. Schedule 5 - Benefits Summary: Detailed description of all benefits and entitlements
6. Schedule 6 - Restricted Activities: List of prohibited activities under non-compete/non-solicitation
7. Appendix A - Board Resolution: Copy of board resolution approving the appointment
8. Appendix B - Statutory Declaration: Required declarations under Philippine corporate law
Authors
Banking and Financial Services
Manufacturing
Technology and Software
Real Estate and Property Development
Retail and Consumer Goods
Healthcare and Pharmaceuticals
Energy and Utilities
Telecommunications
Professional Services
Construction and Infrastructure
Agriculture and Food Processing
Mining and Natural Resources
Transportation and Logistics
Education and Training
Media and Entertainment
Legal
Human Resources
Corporate Secretariat
Board of Directors
Executive Management
Compensation and Benefits
Compliance
Finance
Corporate Governance
Risk Management
Managing Director
Chief Executive Officer
Executive Director
Country Manager
General Manager
Regional Director
Division Head
President
Chief Operating Officer
Vice President
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