The Board Of Directors Confidentiality Agreement is a crucial document required when appointing new directors to a company's board in India. It serves to protect the company's confidential information, trade secrets, and strategic plans that directors become privy to during their tenure. This agreement is particularly important given the increasing complexity of corporate governance requirements under the Companies Act, 2013, and SEBI regulations for listed companies. The document ensures directors understand and commit to their confidentiality obligations, helping companies maintain information security while enabling board members to fulfill their fiduciary duties effectively. It's essential for both listed and unlisted companies and should be executed before a director begins their service.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the agreement, director's appointment, and the need for confidentiality
3. Definitions: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', 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 use, handling, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and board duties
7. Security Measures: Specific measures required to protect confidential information
8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination
9. Term and Survival: Duration of the agreement and obligations that survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Insider Trading Compliance: Additional provisions for listed companies regarding compliance with SEBI insider trading regulations
2. Digital Data Protection: Specific provisions for handling digital information and compliance with IT Act requirements
3. Competitive Activity: Restrictions on using confidential information in competitive activities, particularly if the director serves on multiple boards
4. Group Company Information: Extended confidentiality obligations for information relating to group companies or subsidiaries
5. Media Communications: Protocols for handling confidential information in media interactions
6. Third Party Information: Obligations regarding confidential information received from third parties
7. Conflict Resolution: Alternative dispute resolution mechanisms before legal proceedings
1. Schedule 1: Categories of Confidential Information: Detailed list of specific types of confidential information covered
2. Schedule 2: Security Protocols: Detailed procedures for handling and protecting confidential information
3. Schedule 3: Approved Disclosure Recipients: List of persons/entities to whom disclosure is permitted (e.g., advisors, auditors)
4. Appendix A: Acknowledgment Form: Form to be signed periodically confirming compliance with the agreement
5. Appendix B: Information Return Certificate: Template certificate confirming return/destruction of confidential information
Relevant legal definitions
Confidential Information
Company
Board of Directors
Director
Affiliate
Agreement
Authorized Recipients
Business Day
Effective Date
Electronic Form
Group Company
Intellectual Property Rights
Material Non-Public Information
Personal Data
Professional Advisors
Proprietary Information
Representatives
Securities
Subsidiary
Term
Trade Secrets
Unpublished Price Sensitive Information
Board Materials
Competitive Business
Confidentiality Period
Digital Assets
Inside Information
Meeting Materials
Permitted Purpose
Strategic Information
Third Party Information
Company
Board of Directors
Director
Affiliate
Agreement
Authorized Recipients
Business Day
Effective Date
Electronic Form
Group Company
Intellectual Property Rights
Material Non-Public Information
Personal Data
Professional Advisors
Proprietary Information
Representatives
Securities
Subsidiary
Term
Trade Secrets
Unpublished Price Sensitive Information
Board Materials
Competitive Business
Confidentiality Period
Digital Assets
Inside Information
Meeting Materials
Permitted Purpose
Strategic Information
Third Party Information
Clauses
Confidentiality
Non-Disclosure
Information Protection
Permitted Disclosures
Return of Information
Information Security
Breach Notification
Remedies
Indemnification
Term and Termination
Survival
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Notice Requirements
Insider Trading Compliance
Data Protection
Amendment
Severability
Entire Agreement
Assignment
Third Party Rights
Waiver
Counterparts
Digital Security
Regulatory Compliance
Board Duties
Media Communications
Intellectual Property
Non-Disclosure
Information Protection
Permitted Disclosures
Return of Information
Information Security
Breach Notification
Remedies
Indemnification
Term and Termination
Survival
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Notice Requirements
Insider Trading Compliance
Data Protection
Amendment
Severability
Entire Agreement
Assignment
Third Party Rights
Waiver
Counterparts
Digital Security
Regulatory Compliance
Board Duties
Media Communications
Intellectual Property
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Retail
Energy
Telecommunications
Real Estate
Professional Services
Education
Infrastructure
Media and Entertainment
Pharmaceuticals
Automotive
Consumer Goods
Relevant Teams
Legal
Corporate Governance
Corporate Secretarial
Compliance
Board Secretariat
Risk Management
Executive Leadership
Corporate Affairs
Regulatory Affairs
Relevant Roles
Board Director
Independent Director
Executive Director
Non-Executive Director
Company Secretary
Chief Legal Officer
Chief Executive Officer
Corporate Governance Officer
Compliance Officer
General Counsel
Board Chairman
Managing Director
Chief Risk Officer
Corporate Secretary
Chief Financial Officer
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