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Director Confidentiality Agreement
"I need a Director Confidentiality Agreement under Hong Kong law for a newly appointed independent director of our listed technology company, with specific provisions for handling inside information and digital assets."
1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the agreement, including director's appointment and need for confidentiality
3. Definitions: Definition of key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations of the director regarding confidential information, including non-disclosure and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and authorized disclosures
7. Security Measures: Specific measures the director must take to protect confidential information
8. Return of Confidential Information: Obligations regarding return or destruction of confidential information upon termination
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Breach and Remedies: Consequences of breach and available remedies to the company
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Inside Information Provisions: Additional provisions for listed companies regarding handling of price-sensitive information under the Securities and Futures Ordinance
2. Data Privacy Compliance: Specific provisions relating to personal data handling under the PDPO, necessary if director has access to personal data
3. Digital Information Security: Specific provisions for protecting electronic data and using security measures for digital information
4. Post-Directorship Obligations: Extended obligations after the director leaves the board, particularly relevant for long-term strategic information
5. Industry-Specific Provisions: Additional provisions based on specific industry requirements (e.g., financial services, healthcare)
6. Intellectual Property Rights: Specific provisions regarding confidential information that may constitute IP rights
7. Third Party Information: Specific provisions regarding confidential information received from third parties
1. Schedule 1: Categories of Confidential Information: Detailed list of types of confidential information covered by the agreement
2. Schedule 2: Security Protocols: Specific security measures and protocols to be followed
3. Schedule 3: Notification Procedures: Procedures for reporting potential breaches or required disclosures
4. Schedule 4: Authorized Recipients: List of persons or entities to whom disclosure is permitted under specific circumstances
5. Appendix A: Form of Undertaking: Standard form for any additional undertakings required from the director
6. Appendix B: Return/Destruction Certificate: Form to certify return or destruction of confidential information upon termination
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Education
Energy
Telecommunications
Construction
Mining
Transportation
Media and Entertainment
Hospitality
Board of Directors
Executive Committee
Legal
Company Secretariat
Corporate Governance
Compliance
Risk Management
Human Resources
Corporate Affairs
Board Director
Executive Director
Non-Executive Director
Independent Director
Managing Director
Chairman
Vice Chairman
Alternate Director
Shadow Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
General Counsel
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