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Non Disclosure Agreement For Board Members for Saudi Arabia

Non Disclosure Agreement For Board Members Template for Saudi Arabia

A comprehensive confidentiality agreement specifically designed for board members operating under Saudi Arabian law. This document ensures compliance with Saudi Companies Law and Corporate Governance Regulations while protecting sensitive company information accessed during board duties. It includes specific provisions for handling confidential information, electronic communications, and insider trading prevention, aligned with Saudi Arabian legal requirements and corporate governance best practices. The agreement addresses both traditional confidentiality concerns and modern digital information protection needs.

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Non Disclosure Agreement For Board Members

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What is a Non Disclosure Agreement For Board Members?

The Non Disclosure Agreement For Board Members is a critical document required whenever a new board member joins a company in Saudi Arabia. It is designed to protect confidential information that board members access during their tenure, including strategic plans, financial data, trade secrets, and sensitive corporate information. The agreement must comply with Saudi Companies Law, Capital Market Authority regulations, and other relevant Saudi Arabian legislation. It is particularly important given board members' extensive access to sensitive information and their fiduciary duties under Saudi law. The document typically needs to be in place before the board member attends their first board meeting or receives any board materials, and its obligations often survive the termination of board membership.

What sections should be included in a Non Disclosure Agreement For Board Members?

1. Parties: Identification of the company and the board member, including their full legal names, addresses, and registration details

2. Background: Context of the agreement, including the board member's appointment and need for confidentiality

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Board Materials', and 'Trade Secrets'

4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the context of board duties

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 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 and Survival: Term of the agreement and survival of obligations after board membership ends

10. Breach and Remedies: Consequences of breach and available remedies under Saudi law

11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes

What sections are optional to include in a Non Disclosure Agreement For Board Members?

1. Insider Trading Provisions: Additional provisions for listed companies regarding handling of price-sensitive information

2. Digital Communications: Specific provisions for electronic communications and digital board materials

3. Third Party Information: Provisions regarding confidential information belonging to third parties

4. International Transfer of Information: Required for companies with international operations or board members residing abroad

5. Shariah Compliance: Specific provisions ensuring compliance with Shariah principles where relevant

6. Conflict Resolution: Alternative dispute resolution mechanisms before resorting to courts

What schedules should be included in a Non Disclosure Agreement For Board Members?

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 protocols for handling confidential information

3. Schedule 3: Permitted Recipients: List of persons or entities to whom disclosure is permitted under specific circumstances

4. Appendix A: Form of Confidentiality Undertaking: Template for additional confidentiality undertakings required from third parties

5. Appendix B: Data Handling Procedures: Detailed procedures for handling, storing, and disposing of confidential information

Authors

Alex Denne

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

Jurisdiction

Saudi Arabia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




























Clauses


























Relevant Industries

Financial Services

Healthcare

Technology

Manufacturing

Real Estate

Energy

Telecommunications

Professional Services

Education

Retail

Mining

Construction

Transportation

Agriculture

Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Corporate Affairs

Executive Office

Internal Audit

Investor Relations

Relevant Roles

Board Member

Independent Director

Executive Director

Non-Executive Director

Board Chairman

Company Secretary

General Counsel

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

Legal Director

Compliance Officer

Board Committee Member

Audit Committee Member

Risk Committee Member

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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