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The Nominee Director Agreement is essential for businesses operating in Austria that require professional director services for their corporate structures. This document is particularly relevant when companies need to appoint a local director to comply with Austrian corporate requirements or when beneficial owners prefer to maintain privacy while ensuring proper corporate governance. The agreement carefully balances the interests of all parties involved, ensuring compliance with Austrian corporate law, anti-money laundering regulations, and tax requirements. It includes detailed provisions for director duties, decision-making processes, liability protection, and termination procedures, while maintaining transparency with regulatory authorities. The document is commonly used in international business structures, holding companies, and situations requiring local representation in Austria.

1. Parties: Identifies the appointing entity/shareholders (the 'Appointer') and the nominee director (the 'Director'), including full legal names and addresses

2. Background: Sets out the context of the appointment, including details of the company for which nominee director services will be provided

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Specifies the appointment of the nominee director, position title, and duration of the appointment

5. Duties and Responsibilities: Details the nominee director's duties, including statutory obligations under Austrian law and specific responsibilities to the appointer

6. Instructions and Decision Making: Establishes the process for receiving and acting on instructions from the appointer

7. Compliance Requirements: Outlines compliance obligations under Austrian law, including corporate governance and anti-money laundering requirements

8. Fees and Expenses: Details the compensation structure and reimbursement of expenses

9. Indemnification: Specifies the appointer's obligations to indemnify the nominee director for liabilities incurred in role performance

10. Confidentiality: Establishes confidentiality obligations regarding company information and the nominee arrangement

11. Termination: Sets out circumstances and procedures for terminating the agreement

12. Governing Law and Jurisdiction: Confirms Austrian law as governing law and specifies jurisdiction for dispute resolution