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The Company Director Agreement is a fundamental document used when appointing directors to Austrian companies, whether they are private limited companies (GmbH) or stock corporations (AG). This agreement is essential for establishing clear terms of engagement, defining responsibilities, and ensuring compliance with Austrian corporate law requirements. It becomes necessary when appointing new directors, renewing director terms, or updating existing arrangements to reflect changes in law or company structure. The agreement encompasses crucial elements including management powers, representation rights, remuneration structures, and compliance obligations, all tailored to meet specific Austrian legal requirements. It serves as a key governance document that protects both the company's interests and the director's rights while ensuring alignment with Austrian corporate law principles and practices.

1. Parties: Identification of the company and the director, including full legal names and addresses

2. Background: Context of the appointment and brief description of the company's business

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, position title, and duration (fixed-term or indefinite)

5. Duties and Responsibilities: Comprehensive list of director's duties, including statutory obligations under Austrian law

6. Powers and Authority: Scope of management and representation powers, including any limitations

7. Time Commitment: Expected working hours and availability requirements

8. Remuneration: Base salary, bonuses, and other financial benefits

9. Benefits and Expenses: Additional benefits, expense reimbursement, and insurance coverage

10. Location and Travel: Primary work location and travel obligations

11. Compliance and Governance: Obligations regarding legal compliance, corporate governance, and internal policies

12. Confidentiality: Obligations regarding company secrets and confidential information

13. Intellectual Property: Assignment of IP rights and related obligations

14. Data Protection: Obligations under Austrian and EU data protection laws

15. Non-Competition: Restrictions during and after the agreement term

16. Termination: Grounds and procedures for termination

17. Post-Termination Obligations: Continuing obligations after agreement end

18. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

19. Miscellaneous: Standard legal provisions including severability and entire agreement