Non-Compete. Doug has over 20 years of private and public company general counsel experience focusing his legal practice on commercial transactions including both software and biotech. In the event the Company is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by Indemnitee (such approval shall not be unreasonably withheld, delayed or conditioned), upon the delivery to Indemnitee of written notice of its election to do so. Add the Medical director agreement form for editing. Entire Agreement. PDF Founders Agreement $Juhhphqw Wkh$Juhhphqw Lvhqwhuhglqwr Rq (Iihfwlyh Director agrees to provide services to Facility as specifically requested, including but not limited to: Ensure that attending physicians perform their duties in accordance with state and federal regulations and the Patient Care Policies of the facility. To the extent services described in Section I require out-of-town trips, such additional travel time may be charged at the rate of $1,200 per day or pro-rated portion thereof. Working with their service was efficient, effective and made me feel in control. In connection with losses. Managing partner at Patel & Almeida and has over 22 years of experience assisting clients in the areas of intellectual property. The Director This document provides a template of sample agreement between the EMS agency and their EMS agency medical director for medical direction as required for licensure as an EMS agency in Pennsylvania. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. Connect with our expert recruiting team to start your search. Do you need help with a board of directors agreement? The Director shall receive fifty thousand (50,000) shares of the Companys common stock, pursuant and subject to the Companys 2009 Equity Incentive Plan. Subrogation. 1. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. If use of privately owned automobile is authorized or if no Government-furnished automobile is available. PDF Film Director Agreement (Fiction Film) - Selo I understand the needs and concerns of small business owners. Effective/Applicability Date. 16 Insurance. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party. Interim Executive Director Agreement 3 3/2018 2. Just like a partnership agreement and an employee agreement, a director agreement needs to have a well-curated discussion of the things that will be followed within the validity of the transaction. Indemnitees obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. Agencies. 03 Get Document When you are done, click the "Get Document" button and you can download the document in Word or PDF format. It serves as a legally binding document for the individual who agrees to take up the role and responsibilities of a chairman of the board. Notwithstanding anything herein to the contrary, the Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, any other agreement, the Companys Certificate and Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. Any amendment to this Agreement must be approved by the Board. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 1. Co -Founder Directors 2.1 On the date of execution of this Agreement, WKHERDUGRIGLUHFWRUVRIWKH&RPSDQ\ Board shall comprise _____. Use your e-signature to the PDF page. Binding Effect/Assignment. We have listed a number of sample director agreement templates in Word and PDF for you to have guides that can allow you to create an effective director agreement. We will ask you the questions lawyers need to know to provide pricing. 2.2 The Managing Director shall manage the Company in accordance with the laws, this con-tract, the Articles of Association, the rules of proceedings of the Company, if any, and the resolutions of the shareholders. Exceptions. The Director is an independent contractor and will not be deemed as an employee of the Company for any purposes by virtue of this Agreement. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which a final decision by a court having jurisdiction in the matter determines that Indemnitee has committed fraud on the Company; and. DIRECTOR SERVICE AGREEMENT - SEC.gov Indemnification 9. ARTICLE 1. III. The Company hereby agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest extent permitted by law, even if indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Companys Certificate and Bylaws or by statute. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. The Company shall indemnify and hold harmless Indemnitee (including its respective directors, officers, partners, former partners, members, former members, employees, agents and spouse, as applicable) and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the Securities Act), or Section 20 of the Securities Exchange Act of 1934, as amended (the Exchange Act), to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a Claim) by reason of (or arising in part or in whole out of) any event or occurrence related to the fact that Indemnitee is or was or may be deemed a director, officer, stockholder, employee, controlling person, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer, stockholder, employee, controlling person, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity including. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. Such revision shall be effective as of the date specified in the resolution and need not be documented by an amendment to this Agreement to be effective. 151-Casting Director Agreement | PDF | Independent Contractor - Scribd The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. Under institutional participation agreements between the University of Washington, acting on behalf of the Rosetta Commons, Johns Hopkins University may be entitled to a portion of revenue received on licensing Rosetta software including some methods described in this study. The Director agrees that during the Directorship Term and for a period of Three (3) years thereafter, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the business of developing, marketing, selling or supporting technology to or for businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company's written business plans, to engage in, within any geographic area in which the Company is then conducting such business. Contracts Counsel was incredibly helpful and easy to use. This website or its third-party tools use cookies, which are necessary to its functioning and required to achieve the purposes illustrated in the cookie policy. These sections are linked to the below sample agreement for you to explore. In the event of expiration or termination of this Agreement, the Director agrees to return or destroy any materials transferred to the Director under this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. Subject to the limitations set forth in Paragraph 2, all information disclosed by ApolloMed to the Director shall be deemed to be Proprietary Information. In particular, Proprietary Information shall be deemed to include any information, process, technique, algorithm, program, design, drawing, formula or test data relating to any research project, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to ApolloMed, any of its affiliates or subsidiaries, present or future products, sales, suppliers, customers, employees, investors, or business of ApolloMed or any of its affiliates or subsidiaries, whether or oral, written, graphic or electronic form. Doug continued his leadership, corporate governance and commercial transaction practice at Mercury Computers (NASDAQ:MRCY) leading corporate development. This Agreement shall be in effect from the date hereof through the last date of the Directors current term as a member of the Board. The Director will use his best efforts to promote the interests of the Company. The Director further represents, warrants and covenants that he or she will comply with the Companys Articles, Bylaws, policies and guidelines, all applicable laws and regulations, including Sections 10 and 16 of the Securities Exchange Act of 1934, as amended, and listing rules of The Nasdaq Stock Market LLC or any other stock exchanges on which the Companys securities may be traded; that if he or she is designated by the Board as an independent director, he or she shall promptly notify the Board of any circumstances that may potentially impair his or her independence as a director of the Company; and that he or she shall promptly notify the Board of any arrangements or agreements relating to compensation provided by a third party to him or her in connection with his or her status as a director or director nominee of the Company or the services requested under this Agreement. Cash fees shall be paid monthly at the end of each month. Invoices for additional payments under subparagraph B of this Section IV above shall be submitted by the Director. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate board of directors agreements. The Agreement template in Word given above is one for the chairman of the board of directors. Modes of Transportation. Unauthorized Disclosure. No invoices need be submitted by the Director for payment of the cash fee. She helps clients realize their business goals by expertly drafting contracts, providing sound legal advice, and working for justice for injured clients. 2.3 The matters listed in Schedule 1 of this Agreement require the affirmative consent of all F ounders The Board has approved the terms of this Agreement. 6. Notwithstanding this Section 1(c), no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. Dougs experience ranges from enterprise software to biotech and other vertical markets. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Companys relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company. Attend board meetings __ times per year and committee meetings __ times per year. Reviewing Party. The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board. For his or her services as a director of the Company, the Director is eligible to receive awards under the Companys equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. Pursuant to M. G. L, Chapter 62C, Section 49A, he/she is in compliance with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support. The OMD: The OMD agrees during the term of this Agreement to hold current regional and state endorsement as a Medical Director and actively provide technical assistance, medical leadership and A service agreement is a written agreement between the business and a senior employee / director. TemplateRoller.com will not be liable for loss or damage of any kind incurred as a result of using the information provided on the site. Director Covenants 8. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. Directorship Term 6. Management 2.1 The Company may appoint other managing directors at any time.
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