The Confidentiality Agreement For Board Members is a crucial governance document required for all board members upon their appointment or during their tenure on a company's board of directors. This document is particularly important in Hong Kong's business environment, where directors have extensive access to sensitive corporate information and are subject to strict regulatory oversight. The agreement ensures compliance with Hong Kong's corporate governance requirements, including the Companies Ordinance and Securities and Futures Ordinance, while protecting the company's confidential information, trade secrets, and insider information. It's typically implemented alongside board appointment letters and is essential for both listed and private companies to protect their interests and maintain proper information control at the board level.
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1. Parties: Identification of the company and the board member
2. Background: Context of the agreement, board member appointment, and need for confidentiality
3. Definitions: Definitions of key terms including 'Confidential Information', 'Board Materials', 'Inside Information', and 'Trade Secrets'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the board member context
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, 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
8. Return of Confidential Information: Obligations regarding return or destruction of confidential materials upon termination
9. Duration of Obligations: Period for which confidentiality obligations remain in force
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
1. Insider Trading Provisions: Additional provisions for listed companies regarding handling of price-sensitive information
2. Third Party Information: Specific provisions for handling confidential information belonging to third parties
3. Intellectual Property Rights: Provisions regarding IP rights in board materials and company information
4. Personal Data Protection: Specific provisions for handling personal data under Hong Kong's PDPO
5. Conflicts of Interest: Provisions regarding handling confidential information in conflict situations
6. Digital Security Protocol: Detailed protocols for electronic communications and digital document handling
1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information specific to the company
2. Schedule 2 - Security Protocols: Specific security measures and procedures to be followed
3. Schedule 3 - Approved Third Party Recipients: List of pre-approved parties who may receive certain confidential information
4. Appendix A - Acknowledgment Form: Form for annual re-acknowledgment of confidentiality obligations
5. Appendix B - Incident Reporting Form: Template for reporting potential breaches or unauthorized disclosures
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Professional Services
Energy
Telecommunications
Education
Transportation
Mining
Construction
Media and Entertainment
Hospitality
Insurance
Biotechnology
Public Utilities
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Executive Office
Risk Management
Internal Audit
Corporate Affairs
Relevant Roles
Board Member
Independent Director
Executive Director
Non-Executive Director
Board Chairman
Company Secretary
Chief Executive Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Board Committee Chair
Lead Independent Director
Alternate Director
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