SERVICE AGREEMENT



SERVICE AGREEMENTThis Agreement is made on  between1 <company name> (Company Number <xxxxxxx>) whose registered office isat <address>2 <full name of director> of <address of director>It is hereby agreed as follows:1 Definitions and Interpretation1.1 In this Agreement except whera the ccntext cthewise requires the    follawing expressions shall have tho following meanings:-1.1.1 "Associated Company". means any company in relation to which the      Employer is a holding company or subsidiary or any company which      is a subsidiary company which is a holding company of the      Employer within the meaning ascribed by Section 736 of the      Companies Act 1985 but not any company, corporation, firm or      person with which or whom the Employer ls in any wey associated;      and1.1.2 "Employee" means the Employee's employment hereunder in the      service of the Employer or, by direction of the Employer under      the terms of Clause 2 hereof in the service of an Associted      Company, and includes in the absence of express provision to the      contrary periods during which the Employee is on leave; and1.1.3 "Holding Company" shall mean any holding company of the Employer      within the meaning ascribed by Section 736 of the Companies Act      1985; and1.2 Words importing the neuter gender include the masculine or    feminine gender (as the case may be) and words importing the    masculine gender also include the feminine gender and vice versa    and words importing the singular number include the plural numbar    and vice versa.1.3 The paragraph headings do not form part of this Agreement end    shall not be taken into account in the construction or    interpretation hereof.1.4 Any reference to a statute shall include any statutory extension    or modification or re-enactment of such statute and any    regulations or orders made thereunder.2. AppointmentThe company shall employ <director's name> and <director's name> shallserve the Company in the capacity of <Managing Director | Director> asfrom <date started>, upon the terms and conditions following.3. Terms/Notice3.1 <director>'s appointment under this Agreement will (subject to the    terms of this Agreement) commence from  and shall continue    thereafter unless and until terminated by either party to this    Agreement. The Employer must give two months written notice to the    other and the Employee must give three months notice to the other,    In any event, the appointment shall automatically terminate on the    day upon which <director> reaches the age of sixty two (62).3.2 The Company reserves the right to pay salary in lieu of notice.3.3 In the event of <director> failing to give the requiste period of    notice as outlined in clause 2.1 above, the Company shall be    entitled (without prejudice to any other rights or remedies to it)    to retain such amount of <director>'s salary and/or the amount of    notice due from <director> but not given.3.4 No employment of the Employee with a previous Employer shall count    as part of the Employees continuous Employment with the Employer.4. Location<director>'s usual place of work will be at the Company's head officepremises, but at the Company's request, <director> shall be obliged toattend or work at any of the Company's premises as may be requiredfrom time to time. Further, <director> may be required to travel inthe United Kingdom or overseas as the Company may require from time totime, should the need arise in the performance of his duties underthis Agreement.5 Obligations5.1 During the continuance of this agreement, <director> shall, unless    prevented by ill health or accident, devote the whole of his time,    skill, ability and attention (both during normal business hours    and during such additional hours as the Company deems necessary    for the proper fulfilment of his duties) to the business of the    Company in all respects confirm to and comply with the directions    and regulations made by the Board and shall well and faithfully    service the Company and use his utmost endeavours to promote its    interests and co-operate to the fullest extent with any Directors    or servants of the Company.5.2 <director> shall not during the continuance of this Agreement,    without the previous consent in writing to the Board, either    solely or jointly with any other person, firm or Company, whether    as a Director, manager, employee, agent or consultant for any    other person, firm or Company either directly or indirectly carry    on or be engaged in or interested, (whether as shareholder or    otherwise) in any business whatsoever.6 Remuneration6.1 <director> shall (subject to the provisions of this clause) be    entitled, by way of remuneration for this service under this    Agreement to a salary at the rate of <salary> per annum. Such    salary will accrue from day to day and shall be paid monthly in    arrears on the last working day of each month.6.2 Such salary shall be reviewed at least once in every twelve (12)    calendar months after the date of this Agreement, such review    normally taking place during the month of January. By such review    the said salary shall be increased to such sum not less then any    proportionate increase borne by the Index of Retail prices    (published by the Department of Employment or any successor    Ministry or Department for the twelve (12) calendar months    previous to the date of such review and in the event of any    incraase shall thereafter have effect as it if was specifcally    provided for as a term of this Agreement.6.3 <director> will be eligible to participate in any Directors' Bonus    Scheme which the Company may operate from time to time in respect    of <director>'s employment subject to and in accordance with the    terms of each plan which may be varied by the Company at any time.7 PensionNo scheme at present.8 Private Medical InsuranceNo scheme at present.9 Expenses and Car9.1 <director> shall make such ioumeys on the business of the Company    as may be reasonably required of him. All reasonable travelling,    hotel and other expenses properly incurred by him shall be repaid    to him by the company, subject to <director> complying with    Company policy from time to time in making any claim for such    expenses.9.2 <director> shall provide both for business and private purposes, a    motor car of a type determined in accordance with Company policy    as amended from time to time.9.3 All costs of repairs, maintenance, taxation and insurance and oil    and petrol for business and private mileage shall be the    responsibility of <director> and he will maintain the motor car in    good running order, properly insured and keep adequate records in    relation to such business use in such form and details as may be    necessary to satisfy any queries in relation to it which may be    raised by the Inland Revenue in connection with <director>'s tax    affairs and <director> shall be responsible for the payment of any    taxes that may be assessed on him for the use of such motor car.9.4 <director> shall be entitled to payment under the Inland Revenue    Fixed Profit Car Scheme (FPCS) for business mileage undertaken.10 Holidays10.1 The Company's holiday year runs from 1 January to 31 December.    <director> shall in addition to the usual Statutory holidays    (according to Company policy) be entitled to 20 days holiday in    any holiday year. Holidays are to be taken at such times or times    as may be agreed with the Board. All holidays will be on full pay    and <director> will be entitled to any accrued holiday pay on    termination of employment which will be directly in proportion to    <director>'s length of service during the year in which    termination takes place.11 Restrictive Covenant11.1 In this Clause the following expressions bear the meanings    ascribed to them namely:-11.1.1 "the Products" mean any <industry> supplies, which on the date    of termination of the Agreement are marketed by the Employer or    other Associated Company in relation to the business of the    Employer which the Employee has obtainad knowledge of trade    secrets or customer, client or supplier contracts or other    confidential information of the Employer or an Associated Company;    and;11.1.2 "Prohibited Area" means 200 miles; and11.2 since the Employee is likely to obtain in the course of his    employment with and for the Employer knowledge of trade secrets of    the Employer particularly in the field of the Products and also    other confidential informetion of the Employer the Employee hereby    agrees with the Employer that in addition to any other    restrictions; contained in this Agreement he will be bound by the    following restrictions:-11.2.1 that if the Employer or an Associated Company shall have       obtained trade secrets or other confidentiaI information from       any third party under an Agreement including restrictions of       disclosure known to him he wilI not without the prior written       consent of the Employer at any time (whether during his       employment by the Employer or after the termination of such       employment) infringe such restrictions; and11.2.2 that he will not during the period of one year from the       termination of his employment by the Employer within the       Prohibited Area undertake to carry on either alone or in       partnership or be employed or interested directly or indirectly       in any capacity whatsoever in the manufacture or sale of the       Products or any other business carried on by the Employer at       the date of the termination of his employment by the Employer;       and11.2.3 that he will not during the period of one year from the       termination of his employment with the Employer within the       Prohibited Area solicit in competition with the Employer or any       Associated Company in relation to the Products the custom of       any person or company who at any time during the last three       years of his employment was a customer or supplier of the       Employer or any Associated Company,12 Disciplinary Rules and Grievance ProceduresThere are no formal disciplinary rules applicable to <director>. Anymatters of discipline will be considered and determined by the Board.If <director> has a grievance relating to his employment, it should beraised and referred to a fellow Director and reference will be dealtwith by discussion with Board Members.13 Confidential Information13.1 <director> agrees that without prejudice to any other duly    implied by law or equity, he shall not (except in the proper    course of his duties as <position>) during the course of his    employment or at any time thereafter, communicate or disclose to    any person, firm or Company or use for his own purposes any of the    secrets or confidential information relating to the Company or    Group and or its customers and relating to the Company or Group    and/or its or their customers in any manner whatsoever, save as    shall be reasonably necessary for the promotion of the business of    the Company or Group as appropriate.13.2 The termination of this agreement or the appointment under it    shall not operate to terminate the provisions of this clause,    which after such termination, shall remain in full force and    effect and binding on <director>.14 Company Property14.1 <director> shall promptly, whenever requested by the Company and    in any event upon the termination of this Agreement (for    whatsoever cause) deliver up to the Company or its authorised    representatives all statistics, documents, records or papers which    may be in his possession or under his control and relate in any    way to the property, business or affairs of the Company and no    copies shall be returned by him and he shall at the same time    deliver up to the Company or its authorised representative all    other property of the Company in his possession or under his    control.15 Ground for Termination15.1 The Company may at any time, determine this Agreement forthwith,    without payment or any compensation, redundancy payment, damage or    remuneration for subsequent periods payable by virtue of common    law or any statute by serving notice in writing upon <director> in    the following circumstances; that is to say if <director>:-15.1.1 shall be guilty of any serious breach of non observance of any       of the provisions of this Agreernent or directions of the       Board, or be guilty of any continued or sucressive breaches or       non observance of any of such provisions or directions in spite       of written warning to the contrary by the Board.15.1.2 is disqualified by law from acting as a Director,15.1.3 becomes of unsound mind or becomes a patient for any purpose of       any statute relating to mental health.15.1.4 is convicted of a criminal offence (other than a motoring       offence for which no custodial sentence is made upon him) or       carried out any action or neglects to carry out any action       which in the reasonable opinion of the Board may seriously       damage the interests of the Company.15.2 Any delay or forbearance by the Company in exercising any right    of termination hereunder shall not constitute a waiver of such right.16 Absence / Sickness / Medical Examination16.1 The Company may deduct a proportionate amount of the remuneration    of <director> for every day of absence from his employment    otherwise than in the case of absence by reason of unauthorised    holidays or incapacity through illness, injury or accidence (such    incapacity being hereinafter referred to as "the incapacity".16.2 If <director> is unable to attend to his duties as a result of    the incapacity, he shall, if so required, furnish the Board with    evidence satisfactory to them of such incapacity and he shall be    entitled in any period of fifty two weeks to four weeks sick leave    (whether cumulative or in aggregate) at the full salary rate    herein before set out.16.3 If <director> is incapacitated as aforesaid for a period in    excess of twenty six consecutive weeks or for a period or periods    amounting in aggregate to more than twenty six weeks in any one    period of fifty two weeks, then the Company may give notice in    writing at any time so long as the incapacity shall continue,    determine this Agreement fothwith on payment of four weeks salary,    together with all arrears of salary and expenses to which the    executive may then be entitled under the terms ofthis Agreement.17 Directorship17.1 <director> will, if so requested, remain or become a Director of    the Company and/or of any Company of the Group and will remain in    such capacity without any additional remuneration.17.2 In the event of <director> holding office as a Director of the    Company and/or of any Company of the Group at the date of his    ceasing to be an employee of the Company (for any reason    whatsoever) he shall forthwith, if so required by the Board,    resign such Directorship(s) without any compensation whatsoever,    but without prejudice to any right of compensation under this    Agreement.17.3 <director> hereby irrevocably appoints any Director for the time    being of the Company as his lawful attorney in his name and on his    behalf to sign and execute any form of resignation as may be    necessary for the purpose of carrying into effect the provisions    of sub-clause 15.2.18 Collective AgreementsThere are no collective agreements which directly affect the terms andconditions of <director>'s employment.19 Other Agreements<director> acknowledges and warrants that there are no agreements orarrangemens whether written, oral or implied between the Company and<director> relating to the employment of <director> other than thoseexpressly set out in this Agreement.20 General20.1 This Agreement constitutes the whole agreement between the    parties hereto and no vadation hereof shall be effective unless    made in writing.20.2 This Agreement shall be construed and governed by English laws    and the parties hereto submit to the exclusive jurisdiction of the    English Courts.Signed byfor and on behalf of Employer ...................................Date                          ...................................Signed by theEmployee                      ...................................Date                          ...................................