Advisory Board Confidentiality Agreement Template for the United States

An Advisory Board Confidentiality Agreement is a crucial legal document that protects your company's sensitive information when engaging external experts as advisory board members. This contract ensures that confidential business data, trade secrets, and proprietary information remain secure while allowing you to benefit from expert guidance and strategic advice.

When do you need this document?

You need an Advisory Board Confidentiality Agreement whenever you're establishing an advisory board with external members who will access sensitive company information. This includes situations where advisors will review financial data, strategic plans, product development details, customer lists, or proprietary technology. The agreement is essential before any advisory board meetings, strategic planning sessions, or confidential discussions. It's particularly important for startups seeking experienced guidance, established companies expanding into new markets, or organizations undergoing significant transitions where external expertise is valuable but information security is paramount.

Key legal considerations

Your Advisory Board Confidentiality Agreement must clearly define what constitutes confidential information and establish specific obligations for advisory board members. Key provisions should include the scope of confidentiality duties, permitted and prohibited uses of information, duration of obligations, and return of materials requirements. The agreement should address both intentional and inadvertent disclosure scenarios and specify remedies for breach, including injunctive relief and monetary damages. You must also consider the advisory board member's existing obligations to other parties and ensure the confidentiality terms don't create conflicts. Additionally, the agreement should clarify ownership of any intellectual property developed during the advisory relationship and establish protocols for handling third-party confidential information.

Legal requirements in United States

Under United States law, Advisory Board Confidentiality Agreements must comply with federal trade secret protection under the Defend Trade Secrets Act (DTSA) and applicable state laws, typically based on the Uniform Trade Secrets Act (UTSA). The agreement must meet specific requirements for trade secret protection, including reasonable efforts to maintain secrecy and clear identification of confidential information. Federal securities laws, including Regulation FD and insider trading provisions, may apply if your company is publicly traded or the advisory board will access material non-public information. State contract law governs enforceability, requiring consideration, mutual assent, and compliance with state-specific requirements for restrictive covenants. The agreement should specify governing law and jurisdiction for dispute resolution, ensure compliance with any applicable state restrictions on non-compete provisions, and consider federal intellectual property laws that may affect confidential information protection.