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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."
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
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
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
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