Free Board of Director Confidentiality Agreement Template
Board of Director Confidentiality Agreement
This Board of Director Confidentiality Agreement (the "Agreement") is made and entered into this [Month Day, Year] by and between [Your Company Name], a [state of incorporation] corporation (the "Company"), and [Your Name], a member of the Board of Directors of the Company (the "Director").
WHEREAS, the Director has been appointed as a member of the Board of Directors of the Company and, in such capacity, the Director may have access to confidential and proprietary information about the Company, its business, operations, finances, and other matters; and
WHEREAS, the Company wishes to protect its confidential and proprietary information and ensure that the Director does not disclose such information to unauthorized parties.
Now, therefore, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Confidential Information
For purposes of this Agreement, "Confidential Information" means any and all information, whether written, oral, or electronic, disclosed to or learned by the Director during the course of their service on the Board of Directors, including but not limited to:
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Business plans, financial statements, budgets, forecasts, and projections;
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Marketing strategies, business strategies, product development, and technological innovations;
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Customer and vendor lists, pricing structures, and trade secrets;
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Intellectual property, including patents, copyrights, trademarks, and proprietary designs;
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Any other information the Company considers proprietary or confidential and has marked or identified as confidential.
Confidential Information does not include information that:
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Was already publicly available at the time it was disclosed;
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Becomes publicly available without breach of this Agreement;
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Was already known by the Director at the time of disclosure without a breach of any confidentiality agreement;
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Is disclosed to the Director by a third party who did not obtain such information from the Company in violation of any confidentiality obligations.
2. Obligations of the Director
The Director agrees to:
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Maintain Confidentiality: Keep all Confidential Information confidential and not disclose it to any third party without the prior written consent of the Company, unless disclosure is required by law or a legal process such as a subpoena.
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Use of Confidential Information: Use the Confidential Information solely for the purpose of performing their duties as a Director and for the benefit of the Company.
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Protection of Confidential Information: Take all reasonable precautions to protect the Confidential Information from unauthorized access, use, or disclosure.
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No Unauthorized Copies: Not copy, reproduce, or otherwise use any Confidential Information for personal or non-business purposes.
3. Exceptions to Confidentiality
Notwithstanding the above, the Director may disclose Confidential Information if and only if the disclosure is required by:
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Legal or Regulatory Requirements: If the Director is compelled by law, regulation, or legal process (such as a subpoena or court order) to disclose any Confidential Information, the Director must provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement.
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Company Consent: The Director may disclose Confidential Information if such disclosure is expressly authorized in writing by the Company.
4. Return or Destruction of Confidential Information
Upon termination of the Director's service on the Board or at any time upon the Company’s request, the Director agrees to return or destroy all Confidential Information in their possession, including all copies, notes, summaries, or other documents derived from the Confidential Information. Upon the Company’s request, the Director shall certify in writing that all Confidential Information has been returned or destroyed.
5. Duration of Confidentiality Obligation
The Director’s obligation to maintain the confidentiality of the Confidential Information shall continue for a period of [five (5)] years after the termination of their service on the Board, unless the Company expressly agrees in writing to release the Director from this obligation.
6. No License or Ownership Rights
Nothing in this Agreement grants the Director any rights or licenses in or to the Confidential Information, nor does it create any ownership interest in any intellectual property, trade secrets, or other proprietary rights of the Company. The Director agrees that all Confidential Information remains the exclusive property of the Company.
7. Indemnification
The Company agrees to indemnify and hold the Director harmless from any claims, damages, or expenses (including legal fees) arising from the Director’s performance of their duties on the Board, provided that such indemnification shall not apply in the case of gross negligence, willful misconduct, or breach of this Agreement by the Director.
8. Breach of Agreement
In the event the Director breaches any provision of this Agreement, the Company may pursue any legal or equitable remedies available under law, including injunctive relief and/or damages. The Director acknowledges that a breach of this Agreement may cause irreparable harm to the Company, which may not be adequately compensated by monetary damages alone.
9. Governing Law and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of the State of [State of Incorporation], without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction and venue of the state or federal courts located in [County/City, State], and the parties hereby consent to such jurisdiction and venue.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to the subject matter. This Agreement may only be amended or modified in writing, signed by both parties.
11. Severability
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.
12. Acknowledgment
The Director acknowledges that they have read, understand, and agree to comply with the terms and conditions of this Agreement. By signing below, the Director affirms that they understand the legal and business importance of confidentiality and agree to be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
Director
By:
[Full Name]
[Month Day, Year]
