Back to top

EXHIBIT 4.1 DIRECTOR?S SERVICE AGREEMENT

Consulting Services Agreement

EXHIBIT 4.1 DIRECTOR?S SERVICE AGREEMENT
 | Document Parties: CHINA SOUTHERN AIRLINES CO LTD You are currently viewing:
This Consulting Services Agreement involves

CHINA SOUTHERN AIRLINES CO LTD

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EXHIBIT 4.1 DIRECTOR?S SERVICE AGREEMENT
Date: 6/30/2005
Industry: Airline     Sector: Transportation

50 of the Top 250 law firms use our Products every day
 

EXHIBIT 4.1

This is only an English translation of the agreement in Chinese.
This English translation shall not have any binding effect.
No responsibility can be accepted for reliance upon it.

DIRECTOR’S SERVICE AGREEMENT
CHINA SOUTHERN AIRLINES CO., LTD.

     After friendly negotiations in the spirit of equality and mutual benefit, China Southern Airlines Co., Ltd. (hereinafter referred to as “Party A” or the “Company”) and                                          (“Party B”), who is currently domiciled at                                                              , entered into this Service Agreement on                      at Party A’s domicile in Guangzhou Municipality, Guangdong Province, under which they agree as follows:

ARTICLE 1  EMPLOYMENT

1.1

 

This Agreement is intended to define and govern the relationship between Party A as employer and Party B as employee.

 

1.2

 

Subject to the terms and conditions hereof, Party A agrees to employ Party B as director of its board of directors.

 

 

 

1.3

 

Subject to the terms and conditions hereof, Party B agrees to accept Party A’s employment and serve as Party A’s director.

 

 

ARTICLE 2  TERM OF EMPLOYMENT

2.1

 

Party B’s term of employment as Party A’s director is three (3) years, beginning on ___and ending ___.

 

2.2

 

Prior to the expiration of Party B’s term of office as Party A’s director, Party A shall not remove Party B from his office without any cause except as provided in Article 6 hereof.

 

 

ARTICLE 3  PARTY B’S RESPONSIBILITIES

3.1

 

Party B represents and warrants that he shall perform his duties in accordance with the Company Law of the People’s Republic of China and other applicable laws and administrative regulations, as well as Party A’s articles of association, this Agreement and resolutions of Party A’s shareholders meeting.

 

3.2

 

During his term of office, Party B shall

 

 

 

 

(1)

 

as director of the Company, perform such duties and exercise such powers Party A’s shareholders meeting and board of directors shall assign or grant him from time to time;

 

 

(2)

 

comply with the lawful orders and instructions which the Company’s shareholders’ resolution or board of directors shall give or make from time to time, serve the Company in good faith and with due care, and use his best efforts to promote the business of the Company; and

 

 

 

(3)

 

attend to the business and interests of Party A with due diligence, and deal with matters relating to the Company’s business and interest during business hours and at any other time at the reasonable request of the Company, except when Party B is not able to attend due to illness or other unexpected event.

 

1


 

 

 

 

Under such circumstances, he should give prompt notice on the Company, and provide evidence of such illness or event at the request of the Company.

 

3.3

 

During his term of office as director of the Company, Party B shall undertake not to

 

 

(1)

 

Embezzle Party A’s funds or lend such funds to others;

 

 

(2)

 

Deposit Party A’s funds in an account under his name or under the name of any other individual;

 

 

 

(3)

 

Use Party A’s assets as collateral for the debts of the Company’s shareholders or other individuals;

 

 

 

(4)

 

Operate for himself or for others in the same line of business as Party A’s, or engage in activities detrimental to the interests of Party A;

 

 

 

(5)

 

Seek personal interest by using his position in the Company; or

 

 

 

(6)

 

Accept bribery or other unlawful incomes which come his way because of his position in the Company, or convert Party A’s property to himself.

 

 

3.4

 

Party B shall

 

 

(1)

 

Act in good faith and in the overall interest of Party A;

 

 

(2)

 

Act with an appropriate purpose;

 

 

 

(3)

 

Account to Party A for the use or misuse of Party A’s assets;

 

 

 

(4)

 

Avoid any actual or potential conflict of interest or state of divided loyalty;

 

 

 

(5)

 

Disclose unreservedly and fairly Party B’s interest in his agreement with Party A; and

 

 

 

(6)

 

Act with the skill, care and diligence reasonably expected of a person having the same experience and knowledge and holding the position as Party A’s director.

 

 

3.5

 

In performing his duties as director of the Company, Party B shall be held liable for any loss or injury of Party A that results from Party B’s violation of the laws, administrative regulations, as well as Party A’s articles of association.

 

3.6

 

Party B shall not engage in any activity that competes with the business of the Company in any country or region during the term of his office or within 12 months thereafter. However, this provision only applies to the products or services Party B is responsible for or related to during the said term of office.

 

 

 

3.7

 

During the term of his office and within 12 months thereafter, Party B shall not cause any customers or suppliers of the Company to become customers or suppliers of any other third party, nor shall he induce them to terminate their business with the Company.

 

 

 

3.8

 

During the term of his office and within 12 months thereafter, Party B shall not induce any employee of the Company to leave the Company or hire other employees from the Company.

 

 

 

3.9

 

At no time after the termination of his term of office shall Party B use for whatever purpose the name of the Company (both English and Chinese) or any other name similar thereto together with his own name or any other name to indicate that he is or was affiliated with the business of the Company. Nor shall he claim any such affiliation in any other way.

 

 

 

3.10

 

Party B has the right to:

 

 

 

(1)

 

Request Party A to provide the necessary working conditions and terms; and

 

 

2


 

(2)

 

Seek compensation from Party A in the occurrence of economic loss or punishment consequent to a decision made in good faith by Party B.

ARTICLE 4  COMPENSATIONS AND EXPENSES

4.1

 

During Party B’s term of office, Party A shall pay an annual amount in RMB determined by the Company’s policy as compensation for Party B’s service, which


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window