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The Confidentiality Agreement For Board Members is a crucial governance document used when appointing new board members or updating existing board member agreements in the Netherlands. It ensures protection of sensitive company information accessed during board duties, incorporating requirements from Dutch corporate law, the Dutch Corporate Governance Code, and EU regulations including GDPR. This agreement is essential for establishing clear obligations regarding the handling of confidential information, trade secrets, and insider information, while addressing specific responsibilities of board members in their fiduciary capacity. The document is particularly important for companies dealing with sensitive information, intellectual property, or regulated industries, and helps protect company interests while ensuring board members understand their confidentiality obligations.

1. Parties: Identification of the company and the board member, including their formal details as required under Dutch law

2. Background: Context of the agreement, reference to board appointment, and the necessity of protecting confidential information

3. Definitions: Comprehensive definitions including 'Confidential Information', 'Board Materials', 'Trade Secrets', and other relevant terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the contexts in which it applies

5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and handling 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, including digital security requirements

8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination

9. Duration of Obligations: Period for which confidentiality obligations remain in force, including post-directorship obligations

10. Breach and Remedies: Consequences of breach, including injunctive relief and liability provisions

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