This Non-Disclosure Agreement For Board Members is essential for organizations seeking to protect confidential information at the highest corporate level. It is specifically designed for use in New Zealand, complying with the Companies Act 1993 and related legislation. The document should be implemented upon the appointment of new board members or updated for existing directors, establishing clear guidelines for handling sensitive corporate information, including financial data, strategic plans, intellectual property, and stakeholder information. It addresses both active directorship periods and post-board service obligations, incorporating specific provisions for listed companies regarding insider trading and market-sensitive information. The agreement balances directors' need to access information for effective governance with the company's requirement to protect confidential information.
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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 need for confidentiality
3. Definitions: Detailed definitions including 'Confidential Information', 'Board Materials', 'Trade Secrets', 'Intellectual Property', and other key terms
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the board context
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and non-disclosure requirements
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 the return or destruction of confidential materials upon cessation of board duties
9. Duration of Obligations: Timeframe for confidentiality obligations, including post-directorship period
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Insider Trading Acknowledgment: Additional section for listed companies or those planning to list, addressing securities trading restrictions
2. Intellectual Property Rights: Specific section for companies with significant IP assets or R&D activities
3. Competition Restrictions: Additional provisions regarding non-compete obligations, if permissible and relevant
4. Related Party Transactions: Section addressing confidentiality in the context of related party transactions, particularly relevant for group companies
5. International Data Transfer: Additional provisions for companies operating internationally or subject to foreign data protection laws
6. Conflict of Interest Provisions: Detailed provisions regarding handling confidential information in conflict situations
1. Schedule 1: Categories of Confidential Information: Detailed list of specific types of confidential information relevant to the company
2. Schedule 2: Security Protocols: Detailed security procedures and requirements for handling confidential information
3. Schedule 3: Approved Disclosure Recipients: List of persons or entities to whom disclosure is pre-approved (e.g., professional advisors)
4. Appendix A: Board Information Management Policy: Company's specific policies regarding board information management
5. Appendix B: Acknowledgment Form: Form to be signed periodically confirming compliance with the NDA obligations
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Retail
Energy
Mining
Agriculture
Education
Telecommunications
Real Estate
Non-Profit
Infrastructure
Media and Entertainment
Biotechnology
Construction
Transportation and Logistics
Relevant Teams
Legal
Corporate Governance
Board Administration
Compliance
Risk Management
Executive Office
Company Secretariat
Corporate Affairs
Investor Relations
Relevant Roles
Board Member
Non-Executive Director
Executive Director
Board Chair
Company Secretary
Chief Executive Officer
Corporate Counsel
Legal Director
Compliance Officer
Corporate Governance Manager
Risk Management Officer
Board Administrator
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