Confidentiality Agreement For Board Members Template for Ireland

The Confidentiality Agreement For Board Members is essential for organizations operating under Irish law who need to protect sensitive company information accessed by their board members. This document becomes necessary upon the appointment of new board members or when updating existing board member agreements to ensure compliance with current legislation. It addresses the specific confidentiality requirements under the Companies Act 2014, GDPR, and Irish data protection laws, while considering the unique position of board members who regularly access highly sensitive corporate information. The agreement covers various aspects including strategic plans, financial data, trade secrets, personal data protection, and information security protocols, ensuring board members understand and commit to their confidentiality obligations both during and after their tenure.

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

2. Background: Context of the agreement, including the board member's appointment and the need for confidentiality

3. Definitions: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Personal Data', and other key terms

4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the context of board duties

5. Confidentiality Obligations: Core obligations regarding the protection, non-disclosure, and permitted uses of confidential information

6. Data Protection Compliance: Specific obligations regarding handling of personal data under GDPR and Irish Data Protection Act

7. Security Measures: Required measures for protecting confidential information, including digital security requirements

8. Duration of Obligations: Period of confidentiality obligations, including post-directorship requirements

9. Return of Confidential Information: Procedures for returning or destroying confidential information upon request or termination

10. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and protected disclosures

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement