The Director Confidentiality Agreement is a fundamental governance document used when appointing or maintaining directors on corporate boards in Canada. It serves to protect sensitive corporate information accessed by directors during their tenure and beyond, addressing specific requirements under Canadian corporate law. This agreement is particularly crucial given directors' unique position of access to strategic, financial, and operational information at the highest level. The document typically includes comprehensive definitions of confidential information, specific handling requirements, permitted disclosures, and enforcement mechanisms. It should be implemented at the time of director appointment and reviewed periodically to ensure continued relevance and compliance with evolving Canadian legal requirements and corporate governance best practices.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the agreement, including director's appointment and need for confidentiality
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
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 authorized disclosures
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
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. General Provisions: Standard contract clauses including governing law, entire agreement, and amendments
12. Execution: Signature blocks and execution details
1. Non-Competition: Additional restrictions on competitive activities, used when director has access to highly sensitive strategic information
2. Non-Solicitation: Restrictions on soliciting employees or customers, used when director has significant relationship with key stakeholders
3. Intellectual Property Rights: Specific provisions regarding IP ownership and protection, used when director may be involved in IP creation
4. Insider Trading Provisions: Special provisions for public companies regarding trading of securities
5. International Transfer of Data: Special provisions for companies operating internationally or subject to foreign data protection laws
6. Conflict of Interest: Additional provisions regarding handling of potential conflicts, used for directors with multiple board positions
1. Schedule A - Specific Confidential Information: Detailed list of specific confidential information types covered by the agreement
2. Schedule B - Related Companies: List of subsidiaries, affiliates, or related entities whose confidential information is also protected
3. Schedule C - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Appendix 1 - Acknowledgment Form: Form for annual re-acknowledgment of confidentiality obligations
5. Appendix 2 - Return/Destruction Certificate: Form to certify return or destruction of confidential information upon termination
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