DIRECTOR'S SERVICE AGREEMENT
Important notice
This is a fictional commercial example prepared for illustration and is not legal advice or a universally valid form. The company and director must check the law of the relevant place, the company's constitution, shareholder approvals, employment rules, tax treatment and any required filings, witnessing or notarisation before signing. Mandatory statutory duties and protections prevail over inconsistent wording.
1. Parties and appointment
This Agreement is made on 15 September 2026 between Northstar Instruments Ltd, a company registered at 27 Meridian Quay, Bristol BS1 4RT, and Amelia Grace Rowan of 8 Willow Crescent, Clifton, Bristol BS8 2DL. The Company appoints Amelia as an executive director and Chief Operating Officer from 1 October 2026, subject to the required board and shareholder approvals. Amelia accepts the appointment and will serve for an initial term ending on 30 September 2029 unless this Agreement ends earlier.
2. Duties
Amelia will lead operations, product delivery, supplier relationships and the Company's quality programme. She will devote the time reasonably required for the role, attend board and committee meetings, prepare accurate reports, comply with lawful board directions and use reasonable skill and care. She must act in good faith for the Company's benefit, exercise independent judgment, protect its reputation and observe all duties imposed by applicable company law.
The role includes oversight of the Company's manufacturing partner in Cardiff, whose annual purchase orders are expected to total approximately £1,200,000. Amelia may approve routine expenditure within the board-approved budget up to £25,000 per transaction. A commitment above that amount, a related-party transaction, borrowing, acquisition, disposal of a material asset or change to a senior executive's remuneration requires the approval specified in the Company's constitution or a board resolution.
3. Time, place and travel
The normal place of work is the Company's office at 27 Meridian Quay. Amelia may work remotely from her Bristol home for up to two days each week with reasonable notice. She will make business trips within the United Kingdom and may travel to Germany and Ireland when reasonably necessary. The Company will reimburse properly documented and reasonable travel and accommodation expenses under its current expenses policy.
4. Remuneration and benefits
The Company will pay Amelia a gross salary of £118,000 per year, in twelve equal monthly instalments on the last working day of each month, subject to lawful deductions. The board may review the salary each April, but a review does not promise an increase. Amelia may be considered for a discretionary annual bonus of up to 20 percent of base salary. No bonus is earned until approved by the board and it may be reduced or withheld for performance, risk, misconduct or the Company's financial position.
The Company will provide a laptop, phone and private medical insurance after completion of the insurer's enrolment process. Benefits are subject to their applicable rules and may be changed or withdrawn where lawful. Amelia is entitled to statutory leave and any additional leave provided by the Company's policies.
5. Conflicts and outside interests
Amelia must promptly disclose any direct or indirect interest in a proposed transaction, supplier or competitor and must not vote or count in a quorum where the law or the Company's constitution restricts her participation. She may remain a non-executive trustee of the Riverside Youth Workshop, provided that it does not interfere with her duties and does not involve misuse of Company information. Any other directorship, consultancy or paid outside role requires prior written board approval.
6. Confidentiality and records
During and after the appointment, Amelia must keep confidential the Company's prices, designs, source materials, customer information, forecasts, security credentials and other non-public information. She may use such information only for authorised Company work or as required by law. This does not restrict a protected report to a regulator or other lawful exercise of rights. Company records must be kept accurately, securely and in the Company's systems.
7. Intellectual property
To the extent permitted by law, intellectual property Amelia creates in the course of her duties or using Company resources belongs to the Company. She will sign reasonable documents needed to confirm that ownership. Her pre-existing materials remain hers, but she grants the Company a perpetual, royalty-free licence to use any such material incorporated into a Company deliverable. The Company will credit or waive attribution only where lawful and appropriate.
8. Termination
Either party may terminate this Agreement by giving three months' written notice. The Company may suspend duties on full pay where reasonably necessary and may make payment in lieu of notice where lawful. The Company may terminate immediately for serious misconduct, fraud, a material unremedied breach, disqualification from acting as a director or a legal restriction on the appointment. Any statutory consultation, notice, compensation or approval requirement remains applicable.
On termination, Amelia must resign from offices held for the Company if requested, return all property, transfer current work and delete Company information from personal devices. Clauses concerning confidentiality, intellectual property, accrued payments and dispute resolution survive to the extent necessary.
9. Governing law and formalities
This example is intended for consideration under the law of England and Wales, with Bristol courts as the proposed forum, but it does not establish that jurisdiction for every use. The parties must confirm the Company's registration jurisdiction, director consent and filings, employment classification, tax obligations and any execution formalities before relying on it.
Signatures
Signed for and on behalf of Northstar Instruments Ltd by its authorised director:
Name: Marcus Elliot Shaw Signature: ____________________ Date: 15 September 2026
Director: Amelia Grace Rowan Signature: ____________________ Date: 15 September 2026