This Agreement is entered into on 01 March 2025
Between
Company: PARTY_1_NAME
Address: PARTY_1_ADDRESS_MULTI_LINE
You: PARTY_2_NAME
Address: PARTY_2_ADDRESS_MULTI_LINE
Identification: ID
1. Appointment:
1.1 The Company hereby appoints you, and you agree to serve, as a non-executive director of the Company with effect from the 01 March 2025 for a term of INTIALTERM years (the "Initial Term"), subject to the provisions for termination set out in this Agreement.
1.2 Your Appointment is subject to the Articles of Association. A copy of the Articles of Association has been made available to you.
2. Fee:
2.1 The Company shall pay you a fee of FEE per annum, payable as per the schedule set out below:
PAYMENT_SCHEDULE
2.2 The Company shall reimburse you for all reasonable and properly incurred expenses in connection with the performance of your duties, subject to the provision of receipts or other evidence of expenditure and in accordance with the Company’s expense policy.
3. Independent Contractor Status:
3.1 You acknowledge and agree that:
(a) You are engaged as an independent contractor and not as an employee, worker, or agent of the Company;
(b) This Agreement does not create a relationship of employment, partnership, or joint venture between you and the Company; and
(c) You are not authorised to act on behalf of the Company or to incur any obligation or liability on behalf of the Company unless expressly authorised in writing by the Board.
4. Conflict of Interest:
4.1 You shall disclose to the Board any actual or potential conflicts of interest that may arise during your Appointment.
4.2 You shall not, without the prior written consent of the Board, accept any other directorships or major external appointments that may conflict with your duties to the Company.
5. Duties and Responsibilities:
5.1 You shall:
(a) Act in good faith and in the best interests of the Company;
(b) Exercise reasonable care, skill, and diligence in the performance of your duties;
(c) Attend meetings of the Board and any committees to which you are appointed, unless otherwise agreed; and
(d) Comply with all applicable laws, regulations, and the Company’s policies, including but not limited to those relating to confidentiality, conflicts of interest, and insider trading.
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