Unpaid non-executive director's service agreement

This is a contract for services for an unpaid, part-time director. It makes clear that there is no contract of employment. It can be used for a fixed term or a running contract for a company director, or director-level equivalent in a charity or other organisation. It provides particularly strong protection of company information.
Suitable for use in: England & Wales and Scotland
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About this document

This agreement is a contract for services between a non-executive director and a company or other organisation.

The director is not paid for his or her work, although he or she may receive expenses.

Ideal for charities and not-for-profits, it should be used by any company or other organisation that requires a contract with an independent non-exec director who will gift advice and support on a voluntary basis.

This agreement is particularly strong on the protection of confidentiality and company secrets. It is flexible and can be used whether the term of the contract is fixed or running. Use of plain English makes editing easy and allows it to be understood by all parties.

This agreement provides a balance between protection for the director and for the company. If there is a difference in interests, we have favoured the company. Some of these provisions are required to comply with the law. The explanatory notes, which come with these documents, will guide you as to the importance of specific issues.

The law relating to this agreement

This contract makes absolutely clear that the relationship between the director and the organisation is one of unpaid consultancy (help) rather than employment.

Despite there being no payment, the agreement provides for “consideration” so as to make the obligations of the director legally binding on him or her.

Other similar documents

We have other similar contracts. See this one for executive directors and this one for a paid non-exec.


The service agreement contains 15 provisions including:

  • Appointment
  • Director’s status
  • Meetings and work
  • Expenses
  • Responsibilities as director
  • Staff handbook and company policies
  • Confidentiality
  • Bribery and other corrupt behaviour
  • Procedure after termination
  • No competition
  • Data protection

This document was written by a solicitor for Net Lawman. It complies with current English law.

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