Confidentiality Agreement For Board Members

Confidentiality Agreement For Board Members Template for Switzerland

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Key Requirements PROMPT example:

"I need a standard Confidentiality Agreement For Board Members for our Swiss private manufacturing company, which should include basic confidentiality provisions and data protection requirements for our three new board members joining in January 2025."

Document background

This Confidentiality Agreement For Board Members is essential for any Swiss company appointing new board members or updating governance documentation for existing board members. The agreement ensures compliance with Swiss corporate law requirements, particularly Articles 717 and 730b of the Swiss Code of Obligations regarding duties of care and loyalty. It's designed to protect company secrets, intellectual property, and sensitive information that board members access during their tenure. The document should be implemented upon board appointment and includes specific provisions for handling board materials, digital security requirements, and reporting obligations. It's particularly crucial for companies handling sensitive data, listed companies subject to stock exchange regulations, or those operating in regulated industries where board-level confidentiality is paramount.

Suggested Sections

1. Parties: Identification of the company and the board member entering into the agreement

2. Background: Context of the agreement, including appointment as board member and need for confidentiality

3. Definitions: Key terms including 'Confidential Information', 'Board Materials', 'Company Group', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of board duties

5. Confidentiality Obligations: Core obligations regarding handling and protecting confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed

7. Security Measures: Specific measures required to protect confidential information

8. Return or Destruction of Confidential Information: Obligations regarding confidential materials upon termination

9. Duration of Obligations: Time period for which confidentiality obligations remain in force

10. Breach and Consequences: Remedies and consequences for breach of confidentiality obligations

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Insider Trading Provisions: Required for listed companies, covering obligations regarding market-sensitive information

2. Digital Security Requirements: Specific provisions for companies with significant digital assets or technology focus

3. Third Party Information: Special provisions for handling confidential information belonging to third parties

4. Intellectual Property Rights: Additional provisions regarding IP-related confidential information

5. Conflict of Interest Provisions: Additional provisions for board members with potential conflicts

6. International Data Transfer: Required for companies operating across multiple jurisdictions

7. Competition and Non-Solicitation: Additional restrictive covenants if permitted by role and jurisdiction

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information relevant to the company

2. Schedule 2 - Security Protocols: Detailed security procedures and requirements for handling confidential information

3. Schedule 3 - Approved Digital Tools and Platforms: List of approved methods for accessing and storing board materials

4. Appendix A - Board Member Details: Personal information and contact details of the board member

5. Appendix B - Acknowledgment Form: Form to be signed periodically confirming compliance with the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Healthcare

Manufacturing

Retail

Professional Services

Energy

Telecommunications

Real Estate

Consumer Goods

Industrial

Life Sciences

Media and Entertainment

Transportation and Logistics

Education

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Executive Office

Corporate Affairs

Risk Management

Internal Audit

Relevant Roles

Board Member

Non-Executive Director

Executive Director

Board Chairman

Vice Chairman

Lead Independent Director

Committee Chair

Corporate Secretary

General Counsel

Chief Legal Officer

Chief Compliance Officer

Head of Corporate Governance

Company Secretary

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