The Non Disclosure Agreement For Board Members is a critical governance document used when appointing new board members or updating confidentiality obligations for existing board members in Philippine corporations. This document is essential because board members have access to highly sensitive corporate information, including strategic plans, financial projections, merger and acquisition opportunities, and proprietary technology. The agreement ensures compliance with Philippine corporate law, particularly the Revised Corporation Code and Securities Regulation Code, while protecting the company's intellectual property and trade secrets. It's designed to address modern business challenges, including digital information security and data privacy requirements under Philippine law, and typically remains in effect even after the board member's tenure ends.
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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 need for confidentiality
3. Definitions: Key terms including 'Confidential Information', 'Board Materials', 'Trade Secrets', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of board duties
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, including digital security
8. Return or Destruction of Confidential Information: Obligations regarding handling of confidential information upon termination of board position
9. Duration of Obligations: Time period for which confidentiality obligations remain in effect
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
1. Insider Trading Provisions: Additional provisions specifically addressing insider trading concerns for publicly listed companies
2. Digital Security Protocol: Specific procedures for handling digital information and electronic board materials
3. Conflict of Interest Provisions: Additional provisions regarding handling of information when conflicts arise
4. International Transfer of Data: Provisions for companies with international operations or board members based overseas
5. Third Party Information: Special provisions for handling confidential information belonging to third parties
6. Corporate Opportunities: Provisions preventing exploitation of business opportunities learned through board position
1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information specific to the company
2. Schedule 2 - Security Protocols: Specific security measures and procedures to be followed
3. Schedule 3 - Authorized Disclosure Recipients: List of persons or entities to whom disclosure is permitted under specific circumstances
4. Appendix A - Board Materials Handling Procedures: Specific procedures for handling physical and electronic board materials
5. Appendix B - Data Privacy Compliance Guidelines: Guidelines ensuring compliance with Philippine Data Privacy Act requirements
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Telecommunications
Real Estate
Energy
Mining
Retail
Professional Services
Education
Transportation and Logistics
Construction
Agriculture
Public Utilities
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Support
Executive Office
Risk Management
Information Security
Data Privacy
Relevant Roles
Board Member
Independent Director
Executive Director
Non-Executive Director
Board Chairman
Corporate Secretary
Chief Executive Officer
Chief Legal Officer
Compliance Officer
Board Committee Chair
Lead Independent Director
Advisory Board Member
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