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Board Of Directors Non Disclosure Agreement Template for England and Wales

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Key Requirements PROMPT example:

Board Of Directors Non Disclosure Agreement

"I need a Board of Directors Non-Disclosure Agreement for our London-based fintech startup that particularly focuses on protecting our AI algorithms and customer data, with strict provisions about social media disclosures."

Document background
The Board of Directors Non-Disclosure Agreement is essential for companies operating in England and Wales to protect their confidential information and trade secrets. This document should be implemented when appointing new board members or updating existing board confidentiality provisions. It covers various aspects of confidentiality including business strategies, financial information, intellectual property, and customer data. The agreement ensures compliance with UK company law while providing clear guidelines on information handling and consequences of breach.
Suggested Sections

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

2. Background: Context of the agreement and director's role

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

4. Confidentiality Obligations: Core obligations regarding handling of confidential information

5. Duration of Obligations: Timeframe for confidentiality duties

6. Return of Confidential Information: Procedures for returning or destroying confidential materials

7. Breach and Remedies: Consequences of breaking confidentiality obligations

Optional Sections

1. Permitted Disclosures: Circumstances where disclosure is allowed (use when specific exceptions needed)

2. Third Party Rights: Rights of group companies (use for corporate groups)

3. International Transfer Provisions: Rules for international data transfers (use for multinational operations)

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of specific confidential information types

2. Schedule of Group Companies: List of affiliated companies covered by the agreement

3. Data Processing Schedule: Specific obligations regarding personal data handling

Authors

Alex Denne

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

Relevant legal definitions




















Clauses




















Industries

Companies Act 2006: Primary legislation governing directors' statutory duties including duty to promote company success (S172), exercise reasonable care (S174), avoid conflicts of interest (S175), and not accept third-party benefits (S176)

Trade Secrets Regulations 2018: Legislation defining and protecting trade secrets, including enforcement measures and remedies for breach of confidential information

Data Protection Act 2018 and UK GDPR: Laws governing the processing and protection of personal data, including confidentiality requirements and data protection principles

Common Law Principles: Established legal principles covering duty of confidentiality, fiduciary duties, breach of confidence, and equitable remedies

Financial Services and Markets Act 2000: Legislation governing inside information, market abuse regulations, and disclosure requirements particularly relevant for listed companies

Employment Rights Act 1996: Law covering post-termination restrictions, whistleblowing provisions, and protected disclosures in employment relationships

Corporate Governance Code: Guidelines for board responsibilities, information flow, and risk management in corporate governance structures

Contract Law: Fundamental legal principles governing contract formation, consideration, enforceability, and remedies for breach

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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