The Non Disclosure Agreement For Board Members is a critical legal document used when appointing or maintaining board members in Nigerian companies. It serves to protect confidential information accessed during board service, including strategic plans, financial data, trade secrets, and sensitive corporate information. This document is essential for companies operating under Nigerian law, particularly in compliance with CAMA 2020 and NDPR 2019. It's typically implemented upon board appointment or as part of regular corporate governance updates. The agreement addresses specific Nigerian regulatory requirements while incorporating international best practices for board confidentiality. It's particularly important given the significant access board members have to sensitive information and the need to protect shareholder interests in accordance with Nigerian corporate law.
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1. Parties: Identification of the company and the board member, including their respective addresses and registration/identification details
2. Background: Context of the agreement, stating the board member's appointment and need for confidentiality
3. Definitions: Detailed definitions including 'Confidential Information', 'Board Materials', 'Trade Secrets', and other key terms
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the board context
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, 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, including digital security requirements
8. Return of Confidential Information: Obligations regarding return or destruction of confidential materials upon termination
9. Duration of Obligations: Period for which confidentiality obligations remain in force post-directorship
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Insider Trading Provisions: Additional provisions specifically addressing insider trading regulations - include for listed companies
2. Intellectual Property Rights: Specific provisions regarding IP protection - include when company has significant IP assets
3. Data Protection Compliance: Specific NDPR compliance provisions - include when handling personal data
4. Third Party Information: Provisions regarding confidential information received from third parties - include when relevant to business
5. Non-Competition: Restrictions on competitive activities - include if not covered in separate agreement
6. Corporate Opportunities: Provisions regarding business opportunities discovered through board position - include for active businesses
7. Conflict Resolution: Alternative dispute resolution procedures - include if preferred over direct court action
1. Schedule 1: Categories of Confidential Information: Detailed list of specific types of confidential information covered
2. Schedule 2: Security Protocols: Detailed security measures and procedures for handling confidential information
3. Schedule 3: Authorized Disclosure Recipients: List of persons/entities to whom disclosure is permitted (e.g., professional advisors)
4. Appendix A: Board Resolution: Copy of board resolution authorizing the NDA
5. Appendix B: Acknowledgment Form: Form for annual re-acknowledgment of confidentiality obligations
Relevant legal definitions
Confidential Information
Board Materials
Company
Board Member
Trade Secrets
Intellectual Property Rights
Permitted Purpose
Authorized Recipients
Board Proceedings
Corporate Opportunity
Material Non-Public Information
Insider Information
Group Company
Strategic Information
Financial Information
Personal Data
Sensitive Personal Data
Business Plan
Board Committees
Competitive Information
Third Party Information
Technical Information
Customer Information
Employee Information
Market Sensitive Information
Proprietary Information
Digital Assets
Security Protocols
Confidentiality Period
Disclosure
Representatives
Affiliated Companies
Board Position
Term of Appointment
Termination Date
Working Papers
Electronic Communications
Professional Advisers
Regulatory Authority
Nigerian Law
Board Materials
Company
Board Member
Trade Secrets
Intellectual Property Rights
Permitted Purpose
Authorized Recipients
Board Proceedings
Corporate Opportunity
Material Non-Public Information
Insider Information
Group Company
Strategic Information
Financial Information
Personal Data
Sensitive Personal Data
Business Plan
Board Committees
Competitive Information
Third Party Information
Technical Information
Customer Information
Employee Information
Market Sensitive Information
Proprietary Information
Digital Assets
Security Protocols
Confidentiality Period
Disclosure
Representatives
Affiliated Companies
Board Position
Term of Appointment
Termination Date
Working Papers
Electronic Communications
Professional Advisers
Regulatory Authority
Nigerian Law
Clauses
Interpretation
Confidentiality Obligations
Information Protection
Permitted Disclosures
Data Protection
Return of Information
Non-Circumvention
Duration and Survival
Breach and Remedies
Indemnification
Assignment
Severability
Insider Trading
Notice Requirements
Governing Law
Jurisdiction
Entire Agreement
Amendment
Waiver
Force Majeure
Third Party Rights
Electronic Execution
Counterparts
Costs
Relationship of Parties
Corporate Opportunities
Acknowledgment
Security Measures
Termination
Confidentiality Obligations
Information Protection
Permitted Disclosures
Data Protection
Return of Information
Non-Circumvention
Duration and Survival
Breach and Remedies
Indemnification
Assignment
Severability
Insider Trading
Notice Requirements
Governing Law
Jurisdiction
Entire Agreement
Amendment
Waiver
Force Majeure
Third Party Rights
Electronic Execution
Counterparts
Costs
Relationship of Parties
Corporate Opportunities
Acknowledgment
Security Measures
Termination
Relevant Industries
Financial Services
Oil and Gas
Manufacturing
Technology
Telecommunications
Healthcare
Real Estate
Agriculture
Mining
Retail
Education
Professional Services
Construction
Transportation
Energy
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Secretariat
Executive Office
Risk Management
Internal Audit
Corporate Affairs
Relevant Roles
Board Member
Non-Executive Director
Executive Director
Chairman of the Board
Independent Director
Company Secretary
Chief Executive Officer
Chief Legal Officer
Corporate Governance Officer
Board Committee Chair
Managing Director
Compliance Officer
Corporate Secretary
Board Advisory Member
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