The Director Confidentiality Agreement is a fundamental governance document used when appointing new directors or updating existing board members' obligations. This agreement is particularly crucial in the Irish corporate environment, where directors' duties are strictly regulated under the Companies Act 2014 and data protection obligations under GDPR are significant. The document should be implemented at the time of director appointment or when updating governance policies, ensuring comprehensive protection of company confidential information, trade secrets, and intellectual property. It serves as a critical risk management tool, particularly important in sectors handling sensitive information or in companies with significant intellectual property assets.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the agreement, director's appointment, and the need for confidentiality protection
3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and handling of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and protected disclosures
7. Security Measures: Specific measures the director must take to protect confidential information
8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Breach and Remedies: Consequences of breaching the agreement and available remedies
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Personal Data Protection: Specific obligations regarding personal data handling under GDPR - include when director will have access to significant personal data
2. Post-Directorship Obligations: Specific obligations that continue after directorship ends - include for executive directors or those with significant operational involvement
3. Third Party Information: Provisions regarding confidential information belonging to third parties - include when company regularly handles client or partner confidential information
4. Intellectual Property Rights: Specific provisions regarding IP created during directorship - include for directors involved in product development or creative work
5. Competition Restrictions: Non-compete and non-solicitation provisions - include for executive directors or those with access to highly sensitive commercial information
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered by the agreement
2. Schedule 2 - Security Procedures: Detailed procedures for handling and protecting confidential information
3. Schedule 3 - Approved Disclosure Recipients: List of persons or entities to whom confidential information may be disclosed
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by any third parties to whom director needs to disclose information
5. Appendix B - Data Protection Requirements: Specific procedures and requirements for handling personal data under GDPR
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Professional Services
Retail
Energy
Telecommunications
Real Estate
Education
Media and Entertainment
Biotechnology
Construction
Transportation and Logistics
Mining and Resources
Relevant Teams
Legal
Corporate Governance
Board Administration
Compliance
Risk Management
Company Secretariat
Executive Office
Human Resources
Information Security
Data Protection
Relevant Roles
Board Director
Executive Director
Non-Executive Director
Independent Director
Managing Director
Chief Executive Officer
Company Secretary
Board Chairman
Vice Chairman
Alternate Director
Shadow Director
Nominee Director
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