The Non Disclosure Agreement For Board Members is a critical governance document used when appointing or onboarding new directors to a Canadian corporation's board. It is essential for protecting sensitive corporate information and ensuring compliance with Canadian securities laws and corporate governance requirements. This document should be implemented before a board member gains access to confidential information and continues to bind them even after their directorship ends. The agreement specifically addresses the unique position of board members who have access to the highest level of corporate information, including material non-public information, strategic plans, and sensitive financial data. It must align with requirements from various Canadian regulatory bodies, including securities regulators and corporate governance guidelines established by the Canadian Securities Administrators.
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1. Parties: Identifies the company and the board member entering into the agreement
2. Background: Establishes the context of the board member's appointment and need for confidentiality
3. Definitions: Defines key terms including 'Confidential Information', 'Board Materials', 'Trade Secrets', and 'Material Non-Public Information'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the board context
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Securities Law Compliance: Specific obligations regarding insider trading and material non-public information
7. Term and Survival: Duration of the agreement and obligations that continue after board service ends
8. Return of Confidential Information: Requirements for returning or destroying confidential information upon request or termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard provisions including governing law, amendment, and severability
1. Digital Security Requirements: Specific protocols for handling electronic communications and digital board materials - include if the board uses digital board portals or conducts virtual meetings
2. Third Party Information: Additional provisions regarding confidential information received from third parties - include if the board regularly deals with third party confidential information
3. Intellectual Property Rights: Specific provisions regarding IP developed during board service - include if the board member may be involved in technical or strategic development
4. Conflict Resolution: Detailed dispute resolution procedures - include for international board members or complex governance structures
5. Competition and Non-Solicitation: Additional restrictions regarding competitive activities - include if the board member has ties to competing businesses
1. Schedule A - Acknowledged Board Positions: List of other board positions held by the director that have been disclosed and acknowledged
2. Schedule B - Confidential Information Handling Procedures: Detailed procedures for securing, storing, and disposing of confidential information
3. Schedule C - Board Communication Protocols: Specific procedures for communicating board matters and handling board materials
4. Appendix 1 - Related Company Entities: List of subsidiaries and affiliated entities covered by the confidentiality obligations
Relevant legal definitions
Confidential Information
Board Materials
Material Non-Public Information
Trade Secrets
Intellectual Property
Company
Board Member
Board
Term of Service
Permitted Purpose
Representatives
Affiliated Companies
Subsidiary
Parent Company
Securities
Inside Information
Board Meetings
Committee Meetings
Digital Platform
Board Portal
Privileged Information
Personal Information
Commercial Information
Strategic Information
Financial Information
Technical Information
Customer Information
Employee Information
Business Plans
Corporate Opportunity
Competitive Business
Confidential Documents
Electronic Records
Insider Trading
Trading Window
Third Party Information
Proprietary Information
Corporate Records
Meeting Minutes
Board Communications
Professional Relationship
Termination Date
Disclosure
Authorized Recipients
Security Breach
Governing Body
Regulatory Authority
Board Materials
Material Non-Public Information
Trade Secrets
Intellectual Property
Company
Board Member
Board
Term of Service
Permitted Purpose
Representatives
Affiliated Companies
Subsidiary
Parent Company
Securities
Inside Information
Board Meetings
Committee Meetings
Digital Platform
Board Portal
Privileged Information
Personal Information
Commercial Information
Strategic Information
Financial Information
Technical Information
Customer Information
Employee Information
Business Plans
Corporate Opportunity
Competitive Business
Confidential Documents
Electronic Records
Insider Trading
Trading Window
Third Party Information
Proprietary Information
Corporate Records
Meeting Minutes
Board Communications
Professional Relationship
Termination Date
Disclosure
Authorized Recipients
Security Breach
Governing Body
Regulatory Authority
Clauses
Confidentiality
Non-Disclosure
Permitted Use
Information Security
Return of Materials
Insider Trading
Securities Compliance
Term and Termination
Survival
Data Protection
Privacy
Board Materials
Meeting Confidentiality
Digital Security
Third Party Information
Notice Requirements
Breach Notification
Remedies
Injunctive Relief
Indemnification
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Acknowledgment
Representations and Warranties
Force Majeure
Notices
Counterparts
Electronic Execution
Independent Legal Advice
Non-Disclosure
Permitted Use
Information Security
Return of Materials
Insider Trading
Securities Compliance
Term and Termination
Survival
Data Protection
Privacy
Board Materials
Meeting Confidentiality
Digital Security
Third Party Information
Notice Requirements
Breach Notification
Remedies
Injunctive Relief
Indemnification
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Acknowledgment
Representations and Warranties
Force Majeure
Notices
Counterparts
Electronic Execution
Independent Legal Advice
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Energy
Mining
Real Estate
Telecommunications
Professional Services
Consumer Goods
Transportation
Education
Non-Profit Organizations
Crown Corporations
Public Sector
Biotechnology
Relevant Teams
Legal
Corporate Governance
Compliance
Board Administration
Executive Office
Corporate Secretariat
Risk Management
Internal Audit
Investor Relations
Relevant Roles
Board Member
Director
Corporate Secretary
Board Chair
Lead Independent Director
Committee Chair
Chief Executive Officer
General Counsel
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Board Administrator
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