The Confidentiality Agreement For Board Members is a critical document required when appointing new directors to a company's board in Nigeria. This agreement becomes necessary as board members gain access to highly sensitive company information, strategic plans, and trade secrets during their tenure. It ensures compliance with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, the Nigeria Data Protection Regulation (NDPR) 2019, and relevant securities laws. The document is designed to protect the company's interests by establishing clear confidentiality obligations, defining the scope of confidential information, and setting out specific procedures for information handling. It also addresses modern business challenges such as digital security and data protection, while incorporating provisions for post-directorship confidentiality obligations.
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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 of key terms including 'Confidential Information', 'Trade Secrets', 'Board Materials', and 'Intellectual Property'
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the board member context
5. Confidentiality Obligations: Core obligations regarding the handling and protection of confidential information
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 information upon termination
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 clauses including governing law, jurisdiction, and entire agreement
1. Insider Trading Provisions: Additional provisions specifically addressing insider trading concerns for listed companies
2. Digital Assets Protection: Specific provisions for protection of digital information and cybersecurity requirements
3. Third Party Information: Special provisions regarding confidential information belonging to third parties
4. Competitive Activity Restrictions: Additional restrictions on competitive activities where relevant to the company's business
5. Data Protection Compliance: Specific provisions ensuring compliance with NDPR where personal data is involved
6. Corporate Opportunities: Provisions regarding opportunities learned through board position
7. Media Communications: Guidelines for handling media inquiries and public statements
1. Schedule 1: Types of Confidential Information: Detailed list of categories of confidential information specific to the company
2. Schedule 2: Security Protocols: Specific security measures and protocols to be followed
3. Schedule 3: Approved Disclosure Recipients: List of persons/entities to whom disclosure is pre-approved (e.g., professional advisors)
4. Appendix A: Board Materials Handling Procedures: Specific procedures for handling board materials and documents
5. Appendix B: Data Breach Response Protocol: Procedures to be followed in case of actual or suspected confidentiality breaches
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