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The Director Confidentiality Agreement serves as a crucial governance document for companies operating under New Zealand law, establishing legally binding confidentiality obligations for board members. This document becomes necessary upon the appointment of new directors or when updating existing confidentiality arrangements to reflect changes in business operations or regulatory requirements. It addresses the handling of sensitive corporate information, including financial data, strategic plans, intellectual property, and other confidential matters that directors encounter in their role. The agreement ensures compliance with the New Zealand Companies Act 1993 and aligns with best practices in corporate governance, particularly important given directors' statutory duties and their access to the company's most sensitive information.

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Sets out the context of the agreement, including the director's appointment and the need to protect confidential information

3. Definitions: Defines key terms including 'Confidential Information', 'Intellectual Property', and other relevant concepts

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding the use, disclosure, and protection of confidential information

6. Security Measures: Specific measures the director must take to protect confidential information

7. Duration of Obligations: Specifies how long the confidentiality obligations continue after directorship ends

8. Return of Confidential Information: Requirements for returning or destroying confidential information upon request or termination

9. Breach and Consequences: Outlines the consequences of breaching the agreement and available remedies

10. General Provisions: Standard contract terms including governing law, jurisdiction, and entire agreement