Advisory Board Confidentiality Agreement Template for England and Wales

An Advisory Board Confidentiality Agreement is a legally binding contract that protects your company's sensitive information when engaging external experts as advisory board members. This agreement ensures that confidential business data, trade secrets, and intellectual property remain secure while allowing you to benefit from valuable external expertise and strategic guidance.

When do you need this document?

You need this agreement whenever you're establishing an advisory board relationship that involves sharing sensitive business information. This includes situations where you're onboarding industry experts to provide strategic guidance, bringing in former executives to advise on business decisions, or engaging technical specialists who need access to proprietary information. The agreement is particularly important for startups seeking investor or mentor guidance, established companies forming strategic advisory panels, or organizations in highly competitive industries where information leaks could cause significant damage. You should have this agreement signed before any confidential discussions begin with potential advisory board members.

Key legal considerations

Your agreement must clearly define what constitutes confidential information, including trade secrets, customer lists, financial data, strategic plans, and intellectual property. The scope of confidentiality obligations should be comprehensive but reasonable, covering both written and verbal disclosures made during advisory meetings or communications. Consider including provisions for return or destruction of confidential materials upon termination of the advisory relationship, and specify the duration of confidentiality obligations, which often extends beyond the end of the advisory period. The agreement should address permitted disclosures, such as information already in the public domain or independently developed by the advisory board member. Include clear consequences for breach, such as injunctive relief and monetary damages, and consider non-solicitation clauses to prevent advisory board members from recruiting your employees or customers.

Legal requirements in United States

Under United States law, your Advisory Board Confidentiality Agreement must comply with the Federal Defend Trade Secrets Act (DTSA), which provides federal protection for trade secrets and allows civil lawsuits in federal court for misappropriation. Most states have adopted the Uniform Trade Secrets Act (UTSA), creating consistent state-level protection that your agreement should reference. Securities laws, including the Securities Act of 1933 and Securities Exchange Act of 1934, may apply if your advisory board members receive material non-public information about publicly traded companies. Regulation FD governs selective disclosure of material information and may require careful handling of certain communications. Your agreement should comply with applicable state contract law requirements, including consideration, mutual assent, and enforceability standards. Consider including choice of law and jurisdiction clauses to ensure disputes are resolved under favorable legal frameworks, and ensure the agreement doesn't violate any applicable employment or competition laws in your state.