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Confidentiality Agreement For Board Members Template for United States

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Key Requirements PROMPT example:

Confidentiality Agreement For Board Members

"I need a Confidentiality Agreement For Board Members for a publicly traded technology company, with strong protection for intellectual property and specific provisions about insider trading, as we're appointing a new director in January 2025 who currently serves on the board of our competitor."

Document background
A Confidentiality Agreement For Board Members is essential when appointing new directors to protect sensitive company information. This agreement, governed by U.S. law, establishes clear guidelines for handling confidential information, including trade secrets, strategic plans, and proprietary data. It's particularly crucial for public companies subject to SEC regulations and private companies with valuable intellectual property. The agreement typically remains in effect during the board member's service and for a specified period afterward, ensuring continued protection of sensitive information even after the director's departure.
Suggested Sections

1. Parties: Identification of the board member and the company

2. Background: Context of the agreement and board member's role

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Board Materials'

4. Scope of Confidentiality: Definition of what constitutes confidential information and obligations

5. Term and Duration: Period of effectiveness and survival provisions

6. Return of Materials: Obligations regarding return or destruction of confidential materials

7. Breach and Remedies: Consequences of breach and available remedies

8. General Provisions: Standard boilerplate clauses including governing law, jurisdiction

Optional Sections

1. Securities Trading: Insider trading provisions for publicly traded companies

2. Intellectual Property Rights: IP ownership and protection provisions when board member may be involved in IP development

3. Non-Competition: Competitive restrictions during board service when additional competition protection is needed

4. Industry-Specific Compliance: Specific regulatory compliance requirements for regulated industries

Suggested Schedules

1. Schedule A - Defined Confidential Information: Detailed list of specific confidential information types

2. Schedule B - Return of Materials Certification: Form to certify return/destruction of confidential materials

3. Schedule C - Affiliated Companies: List of related entities covered by the agreement

4. Appendix 1 - Board Policies: Reference to relevant board policies and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Exchange Act 1934: Federal law governing insider trading and disclosure requirements for board members handling sensitive company information

Sarbanes-Oxley Act 2002: Federal legislation establishing standards for corporate governance, financial disclosure, and accountability for board members

Defend Trade Secrets Act 2016: Federal law providing uniform protection for trade secrets and establishing remedies for misappropriation

Economic Espionage Act 1996: Federal law criminalizing the theft or misappropriation of trade secrets with penalties for violations

State Trade Secret Laws: State-specific legislation protecting confidential business information and trade secrets, varying by jurisdiction

State Corporate Governance Laws: State-level regulations governing board member conduct and responsibilities in corporate management

State Fiduciary Duty Laws: State laws defining board members' fiduciary responsibilities including duty of care and loyalty

State Contract Laws: State-specific regulations governing contract enforceability and interpretation

SEC Regulations: Federal regulatory requirements for publicly traded companies regarding disclosure and insider information

Industry-Specific Regulations: Sector-specific requirements such as HIPAA for healthcare and GLBA for financial services

Common Law Fiduciary Duties: Legal principles establishing duties of care and loyalty for board members

Business Judgment Rule: Legal doctrine protecting board members' good faith business decisions

Corporate Opportunity Doctrine: Legal principle preventing board members from personally benefiting from opportunities belonging to the corporation

Corporate Bylaws Compliance: Requirement for confidentiality agreements to align with existing company bylaws and governance documents

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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