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Director Confidentiality Agreement

Director Confidentiality Agreement Template for Australia

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Key Requirements PROMPT example:

Director Confidentiality Agreement

"I need a Director Confidentiality Agreement for a newly appointed non-executive director joining our ASX-listed technology company in March 2025, with specific provisions for handling market-sensitive information and social media restrictions."

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Document background
The Director Confidentiality Agreement is a critical governance document used when appointing new directors to a company's board or updating existing confidentiality arrangements with current directors. Under Australian law, while directors have statutory duties of confidentiality under the Corporations Act 2001 (Cth), a specific confidentiality agreement provides additional protection and clarity regarding the handling of sensitive information. This document is particularly important in today's digital environment where information can be easily disseminated and where directors often have multiple board appointments. It includes specific provisions for protecting trade secrets, intellectual property, strategic plans, and other confidential information, while addressing modern challenges such as cybersecurity and digital information management.
Suggested Sections

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Establishes the context of the agreement, including the director's appointment and the company's need to protect confidential information

3. Definitions: Defines key terms including 'Confidential Information', 'Intellectual Property', 'Board Materials', and other relevant terms

4. Confidentiality Obligations: Core section detailing the director's obligations to maintain confidentiality of company information

5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed (e.g., legal requirements, board approval)

6. Security and Storage: Requirements for secure handling and storage of confidential information

7. Return or Destruction of Confidential Information: Obligations regarding confidential information upon cessation of directorship

8. Breach and Consequences: Outlines consequences of breaching confidentiality obligations and available remedies

9. Duration: Specifies how long confidentiality obligations continue after directorship ends

10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Insider Trading: Required for listed companies to address specific obligations regarding price-sensitive information

2. Related Party Interests: Include when the director has significant business interests that may intersect with company activities

3. Social Media and Public Statements: Important for high-profile companies or when directors have significant public presence

4. Intellectual Property Rights: Include when directors may be involved in creation of IP or strategic IP decisions

5. Conflict of Interest: Detailed section needed when director serves on multiple boards or has competing business interests

6. Board Materials Access: Include when company has specific protocols for accessing and handling board materials

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Comprehensive list of types of confidential information specific to the company

2. Schedule 2 - Security Protocols: Detailed procedures for handling and storing confidential information

3. Schedule 3 - Approved Disclosure Recipients: List of persons/entities to whom certain confidential information may be disclosed

4. Appendix A - Information Return/Destruction Form: Template form for confirming return or destruction of confidential information

5. Appendix B - Acknowledgment of Obligations: Form for periodic acknowledgment of continuing confidentiality obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






























Clauses

























Relevant Industries

Financial Services

Technology

Healthcare

Mining and Resources

Retail

Manufacturing

Professional Services

Education

Energy

Telecommunications

Real Estate

Construction

Agriculture

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Risk and Compliance

Executive Leadership

Corporate Affairs

Human Resources

Relevant Roles

Board Director

Non-Executive Director

Executive Director

Independent Director

Managing Director

Company Secretary

Chief Executive Officer

Board Chair

Corporate Governance Officer

General Counsel

Legal Counsel

Risk and Compliance Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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