EX-10.27



 Exhibit 10.27 

LETTER OF APPOINTMENT FOR A NON-EXECUTIVE DIRECTOR 

[—] 

[Director] 
 Dear [Addressee]: 

Letter of appointment 
 The board of directors
(“Board”) of Quotient Limited (“Company”) is pleased to confirm your continued service on the Board as a non-executive director.  

This letter sets out the main terms of your appointment. If you have any questions about or are concerned with any of the terms, or need any more information,
please let me know. 
 By accepting this appointment, you agree that this letter is a contract for service as a director and is not a contract of employment
and you confirm that you are not subject to any restrictions which prevent you from holding office as a director. 
  

	1.	APPOINTMENT 

  

	1.1	Subject to the remaining provisions of this letter, your appointment under this letter shall be for an initial term commencing on the effective date of the Company’s initial public offering (the
“IPO”) until the date of the [first] annual general meeting (“AGM”) unless terminated earlier by either party giving to the other one month’s prior written notice. It is expressly acknowledged and understood
that this appointment is contingent upon the IPO and, if the IPO does not occur, this letter of appointment shall be null and void. 

  

	1.2	Your appointment is subject to the Company’s articles of association, as amended from time to time (the “Articles”). Nothing in this letter shall be taken to exclude or vary the terms of the
Articles as they apply to you as a director of the Company. The Articles require the directors to retire and seek re-election at each Annual General Meeting of the Shareholders (“AGM”). 


 

	1.3	Continuation of your appointment is contingent on your continued satisfactory performance, renomination by the nominating and corporate governance committee and approval of the Board, and re-election by the shareholders
and any relevant statutory provisions and provisions of the Articles relating to removal of a director. If you are not re-nominated or approved by the Board, the shareholders do not re-elect you as a director, or you are retired from office under
the Articles, your appointment shall terminate automatically, with immediate effect. 

  

	1.4	Any term renewal is subject to the recommendation of the nominating and corporate governance committee and review and approval of the Board review as well as AGM re-election.
Notwithstanding any mutual expectation, there is no right to re-nomination by the Board. 









	1.5	You may be required to serve on one or more Board committees. In such case you will be provided with the relevant terms of reference on your appointment to such a committee. 


 

	1.6	Notwithstanding paragraph 1.1 to paragraph 1.5, the Company may terminate your appointment with immediate effect if you have: 

  

	 	(a)	committed a material breach of your obligations under this letter; 

  

	 	(b)	committed any serious or repeated breach or non-observance of your obligations to the Company (which include an obligation not to breach your statutory, fiduciary or customary or common law duties); 


 

	 	(c)	been guilty of any fraud or dishonesty or acted in any manner which, in the Company’s opinion, brings or is likely to bring you or the Company into disrepute or is materially adverse to the Company’s
interests; 

  

	 	(d)	been convicted of an arrestable criminal offence other than a road traffic offence for which a fine or non-custodial penalty is imposed; 


 

	 	(e)	been declared bankrupt or have made an arrangement with or for the benefit of your creditors, if you have a county court administration order made against you under applicable laws; 


 

	 	(f)	been disqualified from acting as a director; or 

  

	 	(g)	not complied with the Company’s anti-corruption and anti-bribery policy and procedures. 

  

	1.7	On termination of your appointment, you shall resign from your office as director of the Company unless otherwise requested by the Company. 


 

	1.8	If matters arise which cause you concern about your role, you should discuss these matters with the [chairman][chief executive officer] . If you have any concerns which cannot be resolved, and you choose to resign for
that, or any other, reason, you should provide an appropriate written statement to the [chairman][chief executive officer] for circulation to the Board. 

  

	2.	TIME COMMITMENT 

  

	2.1	You will be expected to devote such time as is necessary for the proper performance of your duties. The specific requirements of a director of the Board are set forth in the Company’s Corporate Governance
Guidelines, as may be amended from time to time. 

  

	2.2	The nature of the role makes it impossible to be specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time and ad hoc matters which may arise
and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings. 


  
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	2.3	By accepting this appointment, you confirm that, taking into account all of your other commitments, you are able to allocate sufficient time to the Company to discharge your responsibilities effectively. You should
obtain the agreement of the [chairman][chief executive officer] before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company. 


 

	3.	ROLE AND DUTIES 

  

	3.1	The Board as a whole is collectively responsible for the success of the Company. The Board’s role is to set the Company’s strategic aims and ensure that the necessary financial and human resources are in place
for the Company to meet its objectives. The Board also reviews management performance and ensures that the Company meets its obligations to its shareholders and others. As a non-executive director you shall have the same general legal
responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or customary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your
knowledge, skills and experience. 

  

	3.2	You shall exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies (Jersey) Law 1991 as amended (the
“Companies Law”), U.S. securities laws and the listing standards of The NASDAQ Stock Market. In addition to complying with the Company’s Articles, Code of Conduct, Corporate Governance Guidelines, and other applicable Company
policies, you shall have particular regard to the duties of directors in Article 74(1) of the Companies Law to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances. 

  

	3.3	Unless the Board specifically authorizes you to do so, you shall not enter into any legal or other commitment or contract on behalf of the Company. 


 

	3.4	You shall be entitled to request all relevant information about the Company’s affairs as is reasonably necessary to enable you to discharge your responsibilities as a non-executive director. 


 

	4.	[FEES AND] EXPENSES 

 [You shall be compensated for your services as a non-executive director in
accordance with the Board of Directors remuneration policy, as such policy may be amended from time to time by the Board.] Expenses incurred in connection with the performance of your duties as a director, including but not limited to reasonable
travel expenses, shall be reimbursed by the Company in accordance with reimbursement policies as adopted by the Board from time to time. 

  
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	5.	OUTSIDE INTERESTS 

  

	5.1	You have already disclosed to the Board the significant commitments you have outside your role in the Company. You must inform the [chairman][chief executive officer] in advance of any changes to these commitments. You
must seek the Board’s agreement before accepting further commitments which might (a) give rise to a conflict of interest, (b) conflict with any of your duties to the Company, or (c) affect the time that you are able to devote to
your role at the Company. 

  

	5.2	It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. If you become aware of any further potential or actual
conflicts of interest, these should be disclosed to the [chairman][chief executive officer] and company secretary as soon as you become aware of them. The Board retains full discretion to determine whether the identified conflict is material and to
take action with respect to such conflict as appropriate. 

  

	5.3	Without prejudice to the foregoing, you are reminded of your duties under Article 75 of the Companies Law to disclose to the Company the nature and extent of any direct or indirect an interest in a transaction
entered into or proposed to be entered into by the Company or by a subsidiary of the Company which to a material extent conflicts or may conflict with the interests of the Company and of which you are aware, such disclosure to be made at the first
meeting of the directors at which the transaction is considered after you become aware of the circumstances giving rise to your duty to make it or (if for any reason you fail to comply with the foregoing) as soon as practical after that meeting by
notice in writing delivered to the Company secretary. 

  

	6.	CONFIDENTIALITY 

  

	6.1	You acknowledge that all information acquired during your appointment is confidential to the Company and should not be released, communicated or disclosed to third parties or used for any reason other than in the
interests of the Company, either during your appointment or following termination (by whatever means), without prior clearance from the [chairman][chief executive officer]. This restriction shall cease to apply to any confidential information which
may (other than by reason of your breach) become available to the public generally. 

  

	6.2	You acknowledge the need to hold and retain Company information (in whatever format you may receive it) under appropriately secure conditions. 


 

	6.3	Nothing in this paragraph 6 shall prevent you from disclosing information which you are (or would be) entitled to disclose under the United Kingdom Public Interest Disclosure Act 1998, provided that the disclosure is
made in accordance with the provisions of that Act and you have complied with the Company’s policy from time to time in force regarding such disclosures. 


  
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	7.	INSIDE INFORMATION AND DEALING IN THE COMPANY’S SHARES 

 You will at all times comply with all laws,
rules and regulations relating to the disclosure and use of inside information, including applicable U.S. Securities Laws. You will also comply with the Company’s Insider Trading Policy, as it may be amended from time to time. You should avoid
making any statements that might risk a breach of these requirements. If in doubt, please contact the [chairman][chief executive officer] or General Counsel. 
  

	8.	CHANGES TO PERSONAL DETAILS 

 You shall advise the company secretary promptly of any change in your
address or other personal contact details. 
  

	9.	RETURN OF PROPERTY 

 On termination of your appointment with the Company however arising, or at any time
at the Board’s request, you shall immediately return to the Company all documents, records, papers or other property belonging to the Company or any company in the Company’s group which may be in your possession or under your control, and
which relate in any way to the Company’s or a group company’s business affairs and you shall not retain any copies thereof. 
  

	10.	MORAL RIGHTS 

 You hereby irrevocably waive any moral rights in all works prepared by you, in the
provision of your services to the Company, to which you are now or may at any future time be entitled under Chapter 5 of the Intellectual Property (Unregistered Rights) (Jersey) Law 2011 or any similar provisions of law in any jurisdiction,
including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation
or use of such works or other materials, infringes your moral rights. 
  

	11.	DATA PROTECTION 

  

	11.1	By signing this letter you irrevocably consent to the Company holding and processing data about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive
personal data (as defined in the Data Protection (Jersey) Law 2005) relating to you. 

  

	11.2	You further consent to: (i) the Company making such information available to any of its group companies, those who provide products or services to the Company or any company in the Company’s group (such as
advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organizations and potential purchasers of the Company its business; and (ii) the transfer of such information to the
Company’s or any group company’s business contacts outside the European Economic Area. 

  

	11.3	You shall comply with the Company’s data protection policy, a copy of which is available from the Company’s Chief Privacy Officer. 


  
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	11.4	The Company may change its data protection policy at any time and will notify you in writing of any changes. 

  

	12.	THIRD PARTY RIGHTS 

 No one other than you and the Company shall have any rights to enforce the terms of
this letter. 
  

	13.	ENTIRE AGREEMENT 

  

	13.1	This letter and any document referred to in it constitutes the entire terms and conditions of your appointment and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations
and understandings between you and the Company, whether written or oral, relating to its subject matter. 

  

	13.2	You agree that you shall have no remedies in respect of any representation, assurance or warranty (whether made innocently or negligently) that is not set out in this letter and you shall not have any claim for innocent
or negligent misrepresentation or negligent misstatement based on any statement in this letter. 

  

	14.	AMENDMENT 

 No amendment of this letter shall be effective unless it is in writing and signed by you and
the Company (or respective authorized representatives). 
  

	15.	GOVERNING LAW AND JURISDICTION 

  

	15.1	Your appointment with the Company and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of Jersey and you and the Company irrevocably agree that the courts of Jersey shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this appointment or its subject
matter or formation (including non-contractual disputes or claims) (“Proceedings”). 

  

	15.2	You agree that the process by which any Proceedings are begun in Jersey or elsewhere may be served on you by being delivered to your address first set out above (provided that nothing contained in this Clause 15.2 shall
affect the right to serve process in any other manner permitted by law). 

 Please indicate your acceptance of these terms by signing and
returning the attached copy of this letter to [—]. 

  
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	Yours sincerely
	
	  


 For and on behalf of Quotient Limited 

I confirm and agree to the terms of my appointment as a non-executive director of Quotient Limited as set out in this letter. 

 

	
	Signed on [DATE] by [NON-EXECUTIVE DIRECTOR]
	
	  



  
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