The Confidentiality Agreement For Board Members is essential for organizations operating under Irish law who need to protect sensitive company information accessed by their board members. This document becomes necessary upon the appointment of new board members or when updating existing board member agreements to ensure compliance with current legislation. It addresses the specific confidentiality requirements under the Companies Act 2014, GDPR, and Irish data protection laws, while considering the unique position of board members who regularly access highly sensitive corporate information. The agreement covers various aspects including strategic plans, financial data, trade secrets, personal data protection, and information security protocols, ensuring board members understand and commit to their confidentiality obligations both during and after their tenure.
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1. Parties: Identification of the company and the board member entering into the agreement
2. Background: Context of the agreement, including the board member's appointment and the need for confidentiality
3. Definitions: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Personal Data', and other key terms
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the context of board duties
5. Confidentiality Obligations: Core obligations regarding the protection, non-disclosure, and permitted uses of confidential information
6. Data Protection Compliance: Specific obligations regarding handling of personal data under GDPR and Irish Data Protection Act
7. Security Measures: Required measures for protecting confidential information, including digital security requirements
8. Duration of Obligations: Period of confidentiality obligations, including post-directorship requirements
9. Return of Confidential Information: Procedures for returning or destroying confidential information upon request or termination
10. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and protected disclosures
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Insider Trading Provisions: Required if the company is publicly traded or planning to go public
2. Intellectual Property Rights: Additional section needed if board members may be involved in IP development or strategic IP decisions
3. Competition and Non-Solicitation: Optional restrictions on competitive activities, if appropriate under Irish law
4. Board Materials Handling: Specific procedures for handling board materials and meeting minutes, if not covered in separate policy
5. Digital Communications Protocol: Specific requirements for electronic communications and device usage, if not covered in IT policy
6. Conflict of Interest Provisions: Additional provisions regarding confidential handling of conflict situations, if not covered in separate policy
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 measures and procedures for handling confidential information
3. Schedule 3 - Approved Third Party Recipients: List of pre-approved parties who may receive certain confidential information (e.g., advisors, auditors)
4. Appendix A - Acknowledgment Form: Form for annual reconfirmation of confidentiality obligations
5. Appendix B - Information Return Form: Template for documenting return or destruction of confidential information
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Retail
Professional Services
Energy
Telecommunications
Real Estate
Construction
Education
Non-Profit
Media and Entertainment
Biotechnology
Transportation and Logistics
Relevant Teams
Legal
Corporate Governance
Compliance
Board Administration
Executive Office
Corporate Secretariat
Risk Management
Information Security
Data Protection
Relevant Roles
Board Member
Non-Executive Director
Executive Director
Board Chairman
Company Secretary
Chief Executive Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Board Committee Member
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