The Non-Disclosure Agreement For Board Members is a critical governance document used when appointing new directors or updating confidentiality obligations for existing board members of Australian companies. This document is essential for protecting sensitive corporate information while ensuring directors can effectively perform their duties under Australian law. It addresses the unique position of board members who require access to highly confidential information including strategic plans, financial data, and commercially sensitive materials. The agreement complies with the Corporations Act 2001 and Australian common law principles, incorporating specific provisions for insider trading prevention, related party transactions, and corporate governance requirements. It is particularly important for companies handling sensitive intellectual property, operating in regulated industries, or dealing with market-sensitive information.
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1. Parties: Identification of the company and the board member, including ACN/ABN and addresses
2. Background: Context of the agreement, including the board member's appointment and need for confidentiality
3. Definitions: Key terms including 'Confidential Information', 'Board Materials', 'Intellectual Property', and other relevant definitions
4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and permitted uses of confidential information
5. Term and Survival: Duration of the agreement and obligations that continue after termination
6. Board Member Acknowledgments: Specific acknowledgments regarding fiduciary duties and insider trading obligations
7. Permitted Disclosures: Circumstances where disclosure is allowed, including legal requirements and professional advisers
8. Return of Confidential Information: Obligations regarding return or destruction of confidential materials upon request or termination
9. Security Measures: Required procedures for maintaining security of confidential information
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. Related Party Protocols: Additional provisions for dealing with related party transactions - include if the board member has significant business relationships with the company
2. Regulatory Compliance: Specific provisions for regulated industries (e.g., financial services, healthcare) - include if company operates in regulated sector
3. Media and Public Statements: Protocols for public communications - include for listed companies or high-profile organizations
4. Conflict of Interest: Detailed provisions for managing conflicts - include for board members with multiple directorships
5. Digital Security Requirements: Specific provisions for protecting digital information - include for technology companies or where sensitive digital assets are involved
6. International Considerations: Additional provisions for cross-border information sharing - include if company operates internationally
1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information specific to the company
2. Schedule 2 - Security Protocols: Specific procedures for handling and storing confidential information
3. Schedule 3 - Approved Third Party Recipients: List of pre-approved parties who may receive confidential information (e.g., advisers, auditors)
4. Appendix A - Board Materials Handling Procedure: Specific protocols for handling board papers and materials
5. Appendix B - Data Breach Response Plan: Procedures to follow in case of unauthorized disclosure
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