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The Directors Contract Of Employment is a crucial document used when appointing executive-level directors in Dutch companies. It serves as both a corporate appointment instrument and an employment agreement, reflecting the unique dual legal position of directors under Dutch law. This document is essential when formalizing the relationship between a company and its directors, whether in the context of new appointments or updating existing arrangements. It must comply with various Dutch legal requirements, including the Dutch Civil Code, corporate governance codes, and employment legislation. The contract typically requires shareholder approval and, in many cases, works council consultation, making it a key governance document that impacts multiple stakeholders within the organization.

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

2. Background: Context of the appointment, including corporate structure and nature of the position

3. Definitions: Key terms used throughout the agreement

4. Appointment and Position: Formal appointment as director, scope of role, and corporate position

5. Duration and Term: Commencement date, term of appointment, and any renewal provisions

6. Duties and Responsibilities: Director's key duties, responsibilities, and reporting lines

7. Time Commitment and Exclusivity: Working hours, exclusivity requirements, and any permitted external activities

8. Remuneration and Benefits: Base salary, bonuses, benefits, and review mechanisms

9. Expenses: Provisions for business expenses reimbursement

10. Holiday and Leave: Holiday entitlement and other leave provisions

11. Insurance and Indemnity: D&O insurance and company indemnification provisions

12. Confidentiality: Protection of company confidential information

13. Intellectual Property: Ownership and protection of IP created during directorship

14. Data Protection: GDPR compliance and personal data handling

15. Termination: Grounds for termination, notice periods, and consequences

16. Post-Termination Obligations: Continuing obligations after contract end

17. General Provisions: Standard boilerplate clauses including governing law