The Board of Directors Non Disclosure Agreement is a crucial document required when appointing new directors to a company's board in India. It serves to protect confidential information shared during board proceedings and in the course of directors' duties. This document is essential under Indian corporate governance frameworks, particularly in light of the Companies Act, 2013 requirements and SEBI regulations for listed companies. It should be executed upon director appointment and covers various aspects of confidential information including trade secrets, intellectual property, strategic plans, and financial data. The agreement is designed to balance directors' statutory duties with confidentiality obligations, incorporating specific provisions for electronic data protection and insider trading prevention as required under Indian law.
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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: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and board duties
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding handling of confidential information upon termination
9. Term and Survival: Duration of the agreement and obligations that survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Insider Trading Compliance: Additional provisions for listed companies regarding SEBI compliance and insider trading prevention
2. Digital Data Protection: Specific provisions for protection of electronic data and information systems
3. Conflict Resolution: Alternative dispute resolution mechanisms such as arbitration or mediation
4. Non-Compete Provisions: Restrictions on competitive activities, if applicable under Indian law
5. Independent Director Provisions: Special provisions applicable to independent directors
6. Group Company Provisions: Extended obligations covering group companies and subsidiaries
7. International Operations: Additional provisions for companies with international operations
1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information covered
2. Schedule 2 - Security Protocols: Specific security measures and protocols to be followed
3. Schedule 3 - Authorized Disclosure Recipients: List of persons/entities to whom disclosure is permitted
4. Appendix A - Board Resolution: Copy of board resolution approving the NDA format
5. Appendix B - Acknowledgment Form: Form for acknowledging receipt of confidential information
6. Appendix C - Return/Destruction Certificate: Template for certifying return or destruction of confidential information
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Manufacturing
Healthcare
Pharmaceuticals
Telecommunications
Real Estate
Energy
Retail
E-commerce
Banking
Insurance
Professional Services
Media and Entertainment
Automotive
Education
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Secretariat
Risk Management
Executive Management
Corporate Affairs
Regulatory Affairs
Relevant Roles
Board Director
Company Secretary
Chief Executive Officer
Managing Director
Independent Director
Nominee Director
Executive Director
Non-Executive Director
Chief Legal Officer
General Counsel
Corporate Governance Officer
Compliance Officer
Board Chairman
Vice Chairman
Lead Independent Director
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