Board Of Directors Confidentiality Agreement for the United Kingdom

Board Of Directors Confidentiality Agreement Template for England and Wales

A legally binding agreement under English and Welsh law that establishes confidentiality obligations for board members of a company. The agreement defines the scope of confidential information, outlines the director's duties to maintain confidentiality, specifies the duration of these obligations, and sets out remedies for breach. It ensures protection of sensitive company information while allowing directors to fulfill their governance responsibilities.

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Board Of Directors Confidentiality Agreement

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What is a Board Of Directors Confidentiality Agreement?

The Board of Directors Confidentiality Agreement is a crucial governance document used when appointing new directors or reinforcing confidentiality obligations for existing board members. Under English and Welsh law, this agreement supplements directors' statutory duties under the Companies Act 2006 by providing detailed provisions for handling confidential information, trade secrets, and intellectual property. It's particularly important for companies with sensitive commercial information, innovative technology, or strategic plans that require protection. The agreement typically includes specific provisions for information handling, disclosure restrictions, and post-directorship obligations.

What sections should be included in a Board Of Directors Confidentiality Agreement?

1. Parties: Identification of the company and the director entering into the agreement

2. Background: Context of the appointment and need for confidentiality

3. Definitions: Key terms including Confidential Information, Trade Secrets, and Intellectual Property

4. Scope of Confidentiality: Details of what information is considered confidential

5. Obligations: Director's specific duties regarding confidential information

6. Term and Survival: Duration of obligations and survival post-directorship

7. Return of Materials: Requirements for returning confidential materials

8. Breach and Remedies: Consequences of breaching the agreement

What sections are optional to include in a Board Of Directors Confidentiality Agreement?

1. Inside Information: Specific provisions regarding market-sensitive information for listed companies

2. Data Protection: Specific provisions regarding personal data handling and compliance with UK GDPR

3. International Transfers: Provisions for cross-border data transfers and international confidentiality obligations

What schedules should be included in a Board Of Directors Confidentiality Agreement?

1. Categories of Confidential Information: Detailed list of types of confidential information covered

2. Approved Third Party Disclosures: List of pre-approved recipients of confidential information

3. Security Protocols: Specific procedures for handling confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Industries

Companies Act 2006: Core legislation governing directors' statutory duties including duty to promote company success (Section 172), duty to avoid conflicts of interest (Section 175), and duty not to accept benefits from third parties (Section 176)

UK Data Protection Framework: Includes UK General Data Protection Regulation (UK GDPR), Data Protection Act 2018, and Privacy and Electronic Communications Regulations (PECR) governing handling of personal and sensitive data

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation specifically dealing with the protection of confidential business information and defining the scope of trade secrets

Common Law Principles: Established legal principles covering duty of confidentiality, fiduciary duties of directors, and equitable principles regarding confidential information

Employment Rights Act 1996: Relevant legislation for executive directors who may also have employee status within the company

Financial Services and Markets Act 2000: Legislation governing regulated financial activities and requirements regarding inside information

Corporate Governance Code: While not legislation, provides important best practice guidelines for listed companies regarding confidentiality and board conduct

Competition Act 1998: Places restrictions on sharing certain types of commercial information that could impact market competition

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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