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A Director Services Agreement sets out the formal relationship between a company and its director in Nigeria, covering their duties, compensation, and responsibilities. It's a crucial contract that protects both parties by clearly defining the director's role, performance expectations, and benefits like remuneration packages and allowances.

Under Nigerian company law, this agreement helps ensure compliance with the Companies and Allied Matters Act (CAMA) while establishing important terms around confidentiality, non-compete clauses, and termination conditions. Companies often use these agreements to attract and retain top talent while maintaining clear governance standards and accountability at the board level.

Use a Director Services Agreement when bringing new directors onto your Nigerian company's board or updating terms with existing directors. This is especially important during corporate expansions, when transitioning from a family-run to a professional board, or when attracting high-level talent who expect formal engagement terms.

The agreement becomes essential before directors take on sensitive roles involving trade secrets, major financial decisions, or strategic planning. Nigerian companies need this documentation to meet CAMA requirements, protect intellectual property, and clarify performance metrics. It's particularly valuable when dealing with executive directors who hold both board and management positions.

• Executive Director Agreements: Comprehensive contracts for directors with management responsibilities, including detailed performance metrics and executive compensation structures.
• Non-Executive Director Agreements: Focused on governance duties, meeting attendance, and advisory roles, with simpler compensation terms.
• Independent Director Agreements: Emphasize autonomy requirements under CAMA, including specific provisions for maintaining independence and avoiding conflicts.
• Technical Director Agreements: Tailored for directors overseeing specialized operations, with industry-specific responsibilities and technical performance indicators.

• Board of Directors: Reviews and approves the final agreement terms, ensuring alignment with company strategy and governance standards.
• Company Secretary: Drafts or coordinates the drafting of Director Services Agreements, maintains records, and ensures CAMA compliance.
• Corporate Legal Counsel: Prepares and reviews agreement terms, ensures legal compliance, and advises on risk management.
• Individual Directors: Negotiate and sign the agreements, becoming bound by their terms and performance requirements.
• HR Department: Manages implementation, monitors compliance, and coordinates director benefits and compensation.

• Director Details: Gather full legal name, qualifications, proposed role, and any existing relationships with the company.
• Compensation Package: Document all financial terms, including fees, allowances, and benefits structure.
• Scope of Duties: List specific responsibilities, time commitments, and performance expectations.
• Company Information: Compile corporate details, registration numbers, and relevant board resolutions.
• Compliance Requirements: Review CAMA provisions and industry-specific regulations affecting director appointments.
• Term Details: Define appointment duration, renewal terms, and termination conditions clearly.

• Parties and Roles: Full legal names of company and director, registration details, and role specifications.
• Appointment Terms: Duration, commencement date, and renewal provisions aligned with CAMA requirements.
• Duties and Powers: Detailed responsibilities, authority limits, and performance expectations.
• Compensation Structure: Fees, benefits, expense policies, and payment terms.
• Confidentiality: Protection of company information and trade secrets.
• Termination Clauses: Grounds for termination, notice periods, and post-termination obligations.
• Governing Law: Nigerian law application and dispute resolution mechanisms.

A Director Services Agreement differs significantly from a Director Appointment Agreement in several key aspects, though they're often confused in Nigerian corporate governance. While both relate to director roles, their scope and purpose vary considerably.

• Scope and Detail: Director Services Agreements are more comprehensive, covering ongoing duties, compensation, performance metrics, and detailed terms of service. Appointment Agreements focus mainly on the formal installation process and basic position requirements.
• Legal Purpose: Services Agreements create a binding service relationship and detail operational responsibilities. Appointment Agreements primarily fulfill CAMA requirements for documenting board membership.
• Duration Focus: Services Agreements govern the entire service period with renewal terms and performance evaluations. Appointment Agreements typically handle the initial appointment phase only.
• Regulatory Compliance: Services Agreements include detailed confidentiality, non-compete, and intellectual property provisions. Appointment Agreements concentrate on statutory qualifications and basic governance requirements.