The Director Confidentiality Agreement is essential when appointing new board members or formalizing obligations with existing directors. It serves as a critical risk management tool, particularly important in the United States where directors have broad access to sensitive corporate information and trade secrets. The agreement typically covers the definition of confidential information, usage restrictions, return of materials, and post-directorship obligations. Given directors' fiduciary duties under U.S. law, this agreement reinforces their legal obligations while providing specific remedies for breach.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background/Recitals: Context of the agreement and director's role
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Company Materials'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information
5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Return of Materials: Requirements for returning company materials upon termination
7. Term and Survival: Duration of agreement and surviving obligations
8. Governing Law: Applicable jurisdiction and choice of law
1. Securities Trading: Provisions relating to insider trading and securities law compliance for public companies
2. Intellectual Property Rights: Provisions regarding assignment of IP created during directorship and related rights
3. Non-Competition: Additional restrictions on competing activities beyond basic confidentiality obligations
4. Whistleblower Provisions: Provisions regarding protected disclosures to government agencies and regulatory compliance
1. Schedule A - Specific Confidential Information: Detailed list of specific confidential information types
2. Schedule B - Excluded Information: Information specifically excluded from confidentiality obligations
3. Schedule C - Permitted Disclosures: List of pre-approved disclosure scenarios or recipients
4. Appendix 1 - Board Resolution: Copy of board resolution appointing director (if applicable)
Relevant legal definitions
Confidential Information
Trade Secrets
Company
Director
Board of Directors
Company Materials
Permitted Purpose
Term
Intellectual Property Rights
Proprietary Information
Affiliates
Representatives
Effective Date
Termination Date
Material Non-Public Information
Competitive Business
Excluded Information
Permitted Disclosures
Trade Secrets
Company
Director
Board of Directors
Company Materials
Permitted Purpose
Term
Intellectual Property Rights
Proprietary Information
Affiliates
Representatives
Effective Date
Termination Date
Material Non-Public Information
Competitive Business
Excluded Information
Permitted Disclosures
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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