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The Managerial Agreement is a crucial document used when appointing senior executives and directors in Belgian companies. It serves to formalize the relationship between the company and its management personnel, providing a comprehensive framework that addresses the specific requirements of Belgian corporate law and governance standards. This document is particularly important as it establishes clear distinctions from standard employment relationships, incorporating specific provisions for management responsibilities, corporate powers, liability protections, and the unique tax and social security treatment of managers under Belgian law. The agreement is essential for companies seeking to properly structure their management relationships while ensuring compliance with local regulations and protecting both the company's and the manager's interests.

1. Parties: Identification of the company and the manager, including full legal details and capacities

2. Background: Context of the appointment, company structure, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Role: Formal appointment as manager and scope of management position

5. Powers and Duties: Detailed description of management powers, responsibilities, and reporting obligations

6. Time Commitment: Expected time dedication and exclusivity provisions

7. Remuneration: Base compensation, variable components, and payment terms

8. Benefits and Expenses: Additional benefits, expense policies, and reimbursement procedures

9. Social Security and Tax Status: Classification of the relationship and related obligations

10. Insurance and Liability: D&O insurance, liability limitations, and indemnification

11. Confidentiality: Protection of company information and trade secrets

12. Intellectual Property: Ownership and transfer of IP created during management

13. Data Protection: GDPR compliance and personal data processing

14. Duration and Termination: Term of appointment and termination provisions

15. Post-Termination Obligations: Continuing duties and restrictions after termination

16. Governing Law and Jurisdiction: Confirmation of Belgian law application and dispute resolution