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Director's Service Agreements

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Director's Service Agreements

Pragmatic, practical advice

When you appoint a director, whether they are new to the business or stepping up from within, it’s important to establish a clear and reliable understanding of their role and responsibilities within your company. A formal director’s service agreement helps you do just that - providing a written record of the legal relationship between the company and the director, and setting out the terms under which they will work.

At Walker Foster, we support businesses across the UK in creating director’s service agreements that are fair, comprehensive and tailored to your needs. These agreements not only clarify expectations on both sides, but also help prevent disputes and protect your business interests - now and in the future.

Whether you're a growing company appointing your first director or an established business formalising arrangements for your board, we’re here to help. Our friendly and professional team will guide you through every step, ensuring your agreement supports good governance, clear communication, and a confident working relationship.

If you're ready to take a proactive step towards safeguarding your business and supporting your directors, contact us today. At Walker Foster, we’ll help you put the right agreement in place with confidence and care.

How Walker Foster can help

At Walker Foster, we understand the importance of a well-drafted formal service agreement - not just for the protection of your business, but also to provide clarity and reassurance to directors. Our expert legal team can assist with every aspect of the agreement, ensuring it is tailored, practical and comprehensive.

  • Restrictive covenants: we include carefully worded clauses to help prevent directors from competing with your business, or approaching your clients or staff after they leave - offering ongoing protection for your commercial interests.
  • Fiduciary duties: we ensure the agreement clearly reflects a director’s legal responsibilities to the company, including acting in good faith, avoiding conflicts of interest, and putting the company’s interests first - helping you promote strong and responsible governance.
  • Intellectual property rights: we draft provisions that secure ownership of intellectual property created by the director during their role, ensuring that valuable work, ideas or materials remain the property of the company.
  • Management remuneration: we set out pay, bonuses, pension contributions and benefits in a clear and structured way, helping to avoid misunderstandings and ensuring transparency from the outset.
  • Confidentiality: we include strong confidentiality clauses to protect your sensitive business information, ensuring it is not disclosed or misused during or after the director’s employment.
  • Termination: we define clear termination procedures, including notice periods, grounds for dismissal, and post-termination restrictions, to help reduce the risk of disputes and provide clarity in the event of the end of a director's employment.
  • Breaches of contract: should a breach occur, our employment law experts are on hand to provide prompt, practical legal advice to help you address the issue effectively and safeguard your position.

Our approach is always professional, approachable and aligned with your needs. We aim to provide long-term support that gives you and your directors confidence in your legal arrangements.

What is a director's service agreement?

A director’s service agreement is a formal contract between a director and the company, setting out the terms of their working relationship in a clear and structured manner. It typically covers key areas such as duties, responsibilities, working hours, remuneration, benefits, holiday entitlement, notice periods, and termination provisions. This agreement acts as a mutual understanding between both parties, helping to align expectations from the outset and providing a reliable framework for how they will work together.

While similar in some respects to a basic employment contract, a director’s service agreement is distinct in that it addresses the additional legal and fiduciary responsibilities that come with holding a directorship. Directors have obligations, not only to uphold the terms of their employment relationship to the company but also as office holders under company law. This includes duties to act in the company’s best interests, to avoid conflicts of interest, and to exercise independent judgement. A director’s service agreement reflects this dual capacity by incorporating terms that safeguard the company’s policies and governance standards while also protecting the director’s rights.

At Walker Foster, we take care to ensure these agreements are clear, fair, and tailored to your specific situation. Whether you're looking to formalise the role of an executive director or appoint a new board member, we provide straightforward and professional

What are the advantages and disadvantages of director's service agreements?

A director’s service agreement offers a practical and structured approach to defining the relationship between a company and its directors. While not every company may initially consider a formal agreement necessary, putting one in place can offer a number of benefits and safeguards for both parties.

Advantages of director’s service agreements

Director’s service agreements provide a structured and reliable foundation for the relationship between a company and its directors. By setting out the terms of engagement in a clear and comprehensive manner, these agreements offer a range of benefits that help protect both parties and support good business practice.

  • Clarity and defined roles: these agreements clearly outline the expectations, duties and responsibilities of the director, helping to avoid misunderstandings and ensuring that both parties are aligned in their objectives.
  • Good corporate governance: a well-drafted service agreement supports sound corporate practices by formalising the director’s obligations and embedding accountability within the leadership structure.
  • Protection of company interests: through terms that safeguard business strategies, customer relationships and internal processes, the agreement helps to ensure the director’s actions remain aligned with the company’s best interests.
  • Restrictive covenants: these clauses can prevent directors from engaging in competing businesses or soliciting clients and staff after leaving the company, offering valuable protection during and after their tenure.
  • Defined termination and resignation procedures: service agreements specify notice periods, grounds for dismissal, and resignation protocols, reducing uncertainty and potential disputes if the working relationship comes to an end.
  • Protection with sensitive data: provisions regarding confidentiality and data protection help prevent the misuse or unauthorised disclosure of sensitive company information.

Potential disadvantages of director’s service agreements

While director’s service agreements are an effective way to formalise the relationship between a director and the company, there are a few considerations to keep in mind.

  • Less flexibility for unexpected changes: as with any formal agreement, certain procedures and terms may require amending if business needs evolve. However, these agreements can be drafted with future adaptability in mind, allowing companies to respond to changing circumstances where necessary.
  • Initial time and input required: preparing a well-considered service agreement does involve some investment of time and legal guidance. That said, this upfront commitment often helps to prevent misunderstandings and legal complications later on.

At Walker Foster, we focus on making this process straightforward and proportionate to your needs. We take the time to understand your business and draft director’s service agreements that offer clarity, protection and flexibility, all while supporting your long-term goals.

Our approach to director's service agreements

At Walker Foster, we offer a thoughtful, supportive and personalised service when drafting director’s service agreements. We understand that these agreements are not just about safeguarding the business - they’re also about providing directors with clarity, fairness and confidence in their role. Our step-by-step process is designed to ensure the agreement works for everyone involved, helping to build a strong and cooperative relationship from the outset.

Understanding your needs

We begin with a friendly and open conversation to get to know your business, the specific responsibilities of the director, and any unique considerations that should be reflected in the agreement. This helps us tailor the document to meet both your operational requirements and the director’s expectations, setting the right tone from day one.

Drafting a tailored agreement

Using the information you share, we prepare a bespoke agreement that sets out the terms clearly and comprehensively. This includes duties, hours, salary, benefits, holiday entitlement, notice periods, confidentiality provisions and - where appropriate - restrictive covenants. We carefully consider both the company’s interests and the rights of the director, enabling a balanced and fair approach that supports trust on both sides.

Reviewing and refining

Once the draft is complete, we share it with you and offer the opportunity to go through it in detail. We explain each section, answer any questions, and make any necessary revisions to ensure the agreement feels right for everyone. This collaborative stage helps both the company and the director feel confident in the final version.

Finalising the agreement

When all parties are satisfied, we prepare the final version for signing. At this point, the relationship is formalised on fair and transparent terms, offering legal clarity and reassurance. Directors gain a clear understanding of their role and protections, while the business benefits from structured governance and clear expectations.

Ongoing support for future changes

A director’s role may evolve over time, and so might the needs of your business. We’re here to support you with any updates or amendments to the agreement as things progress. Whether it’s a change in duties, compensation or company direction, we create the agreement to reflect your current position accurately and effectively.

At Walker Foster, we don’t just draft documents - we build lasting relationships. Our advice is practical, approachable and rooted in your best interests. We’re here to make the process as smooth as possible, giving you and your directors peace of mind and a strong foundation for working together.

Meet the Team

Claire CollingeSolicitor, Employment Law
Coralie LoughranLegal Assistant
Keith HardingtonDirector, Head of Company and Commercial Law
Rebecca GeldardSolicitor

FAQs about director's service agreements

Do non-executive directors need service agreements?

Non-executive directors typically do not have service contracts in the same way that executive directors do. Instead, their role is usually governed by a letter of appointment, which outlines the scope of their non-executive duties, the expected time commitment and any remuneration arrangements. These documents are not employment contracts or director's service agreements, but rather formal agreements that reflect their advisory and oversight responsibilities on the company's board.

Unlike senior employees or junior employees, non-executive directors are not involved in the day-to-day operations of the business. They provide strategic input and act as an independent voice within the company. However, it’s important to note that if a non-executive director begins taking on operational tasks or making executive decisions, they may be considered a de facto director or senior member of the management team in the eyes of the law - potentially exposing themselves and the business to additional obligations and risks.

At Walker Foster, we can advise on the appropriate documentation and structure for non-executive appointments, ensuring clarity, legal compliance and protection for all parties involved.

Do shadow directors need service agreements?

Similarly to formally appointed directors, shadow directors and de facto directors may also have service agreements in place - especially if they are actively involved in the management and strategic decision-making of the company. While there is no legal requirement for shadow directors to have a service agreement, it is often advisable to formalise their role in a written statement.

This is because shadow and de facto directors can still be held to the same legal standards and statutory duties as officially appointed company directors, including fiduciary responsibilities and compliance with company law. Having a service agreement helps to clarify the nature of their involvement and ensures there is a clear framework outlining their responsibilities and expectations.

At Walker Foster, we can help you prepare appropriate agreements for individuals in these roles, offering clarity and protection for both the company and the individual concerned.

If you need support with drafting a director’s service agreement or advice on any aspect of company contracts and breaches, our team at Walker Foster is here to help. With clear, professional guidance tailored to your business, we’re ready to assist you in protecting your interests and ensuring your legal arrangements are fit for purpose. Get in touch with us today to speak to one of our approachable legal experts.

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