This Confidentiality Agreement For Board Members is essential for any Swiss company appointing new board members or updating governance documentation for existing board members. The agreement ensures compliance with Swiss corporate law requirements, particularly Articles 717 and 730b of the Swiss Code of Obligations regarding duties of care and loyalty. It's designed to protect company secrets, intellectual property, and sensitive information that board members access during their tenure. The document should be implemented upon board appointment and includes specific provisions for handling board materials, digital security requirements, and reporting obligations. It's particularly crucial for companies handling sensitive data, listed companies subject to stock exchange regulations, or those operating in regulated industries where board-level confidentiality is paramount.
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1. Parties: Identification of the company and the board member entering into the agreement
2. Background: Context of the agreement, including appointment as board member and need for confidentiality
3. Definitions: Key terms including 'Confidential Information', 'Board Materials', 'Company Group', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of board duties
5. Confidentiality Obligations: Core obligations regarding handling and protecting confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding confidential materials upon termination
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Breach and Consequences: Remedies and consequences for breach of confidentiality obligations
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Insider Trading Provisions: Required for listed companies, covering obligations regarding market-sensitive information
2. Digital Security Requirements: Specific provisions for companies with significant digital assets or technology focus
3. Third Party Information: Special provisions for handling confidential information belonging to third parties
4. Intellectual Property Rights: Additional provisions regarding IP-related confidential information
5. Conflict of Interest Provisions: Additional provisions for board members with potential conflicts
6. International Data Transfer: Required for companies operating across multiple jurisdictions
7. Competition and Non-Solicitation: Additional restrictive covenants if permitted by role and jurisdiction
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information relevant to the company
2. Schedule 2 - Security Protocols: Detailed security procedures and requirements for handling confidential information
3. Schedule 3 - Approved Digital Tools and Platforms: List of approved methods for accessing and storing board materials
4. Appendix A - Board Member Details: Personal information and contact details of the board member
5. Appendix B - Acknowledgment Form: Form to be signed periodically confirming compliance with the agreement
Relevant legal definitions
Agreement
Affiliate
Board
Board Materials
Company
Company Group
Confidential Information
Disclosing Party
Effective Date
Inside Information
Intellectual Property Rights
Personal Data
Permitted Purpose
Permitted Recipients
Professional Advisers
Receiving Party
Representatives
Restricted Period
Securities
Subsidiary
Term
Third Party Information
Trade Secrets
Board Proceedings
Digital Systems
Security Protocols
Governing Bodies
Affiliate
Board
Board Materials
Company
Company Group
Confidential Information
Disclosing Party
Effective Date
Inside Information
Intellectual Property Rights
Personal Data
Permitted Purpose
Permitted Recipients
Professional Advisers
Receiving Party
Representatives
Restricted Period
Securities
Subsidiary
Term
Third Party Information
Trade Secrets
Board Proceedings
Digital Systems
Security Protocols
Governing Bodies
Clauses
Definitions
Confidentiality Obligations
Permitted Disclosures
Data Protection
Information Security
Return of Materials
Intellectual Property
Duration and Survival
Breach and Remedies
Indemnification
Notice Requirements
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendments
Waiver
Force Majeure
Third Party Rights
Counterparts
Electronic Execution
Confidentiality Obligations
Permitted Disclosures
Data Protection
Information Security
Return of Materials
Intellectual Property
Duration and Survival
Breach and Remedies
Indemnification
Notice Requirements
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendments
Waiver
Force Majeure
Third Party Rights
Counterparts
Electronic Execution
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Retail
Professional Services
Energy
Telecommunications
Real Estate
Consumer Goods
Industrial
Life Sciences
Media and Entertainment
Transportation and Logistics
Education
Relevant Teams
Legal
Corporate Governance
Compliance
Board Secretariat
Executive Office
Corporate Affairs
Risk Management
Internal Audit
Relevant Roles
Board Member
Non-Executive Director
Executive Director
Board Chairman
Vice Chairman
Lead Independent Director
Committee Chair
Corporate Secretary
General Counsel
Chief Legal Officer
Chief Compliance Officer
Head of Corporate Governance
Company Secretary
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