The Executive Director Independent Contractor Agreement is essential for organizations seeking to engage senior leadership in a non-employee capacity while complying with Canadian legal requirements. This document is particularly relevant when companies require executive-level expertise but prefer a contractor arrangement for strategic, operational, or financial reasons. The agreement addresses crucial aspects including corporate governance responsibilities, service terms, compensation structure, and risk allocation, while ensuring compliance with Canadian federal and provincial regulations regarding independent contractor classification. It's designed to protect both parties' interests while maintaining the flexibility and independence characteristic of contractor relationships at the executive level.
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1. Parties: Identification of the contracting company and the independent contractor
2. Background: Context of the agreement and confirmation of independent contractor status
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Scope of appointment, term, and renewal provisions
5. Services and Duties: Detailed description of executive director responsibilities and performance standards
6. Compensation and Expenses: Fee structure, payment terms, and reimbursable expenses
7. Independent Contractor Status: Clear statement of relationship and contractor's responsibilities for taxes, insurance, etc.
8. Intellectual Property and Confidentiality: IP ownership, confidentiality obligations, and return of company property
9. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients
10. Termination: Grounds for termination, notice requirements, and consequences
11. Indemnification: Mutual indemnification provisions and liability allocation
12. General Provisions: Standard clauses including governing law, notices, amendment process, etc.
1. Board Position: Include when the contractor will also serve as a member of the Board of Directors
2. Equity Compensation: Include when offering stock options or other equity-based compensation
3. International Travel: Include when position requires significant international travel
4. Subsidiary Management: Include when contractor will manage subsidiary companies
5. Performance Metrics: Include when specific performance targets are tied to compensation
6. Insurance Requirements: Include when specific insurance coverage is required beyond standard provisions
7. Transition Services: Include when specific handover provisions are needed post-termination
1. Schedule A - Services Description: Detailed outline of executive director duties and responsibilities
2. Schedule B - Compensation Structure: Detailed breakdown of fees, payment schedule, and bonus calculations
3. Schedule C - Approved Outside Activities: List of pre-approved external commitments or board positions
4. Schedule D - Company Policies: Key corporate policies applicable to the contractor
5. Appendix 1 - Expense Policy: Detailed guidelines for expense reimbursement
6. Appendix 2 - Confidentiality Agreement: Comprehensive confidentiality and non-disclosure provisions
7. Appendix 3 - IP Assignment: Detailed intellectual property assignment provisions
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