Sample Confidentiality Agreement for Board of Directors

When it comes to protecting sensitive information within a company, a confidentiality agreement is an essential tool. A confidentiality agreement is a legal contract that establishes the terms and conditions under which confidential information may be disclosed by one party to another. For a board of directors, a confidentiality agreement is crucial to ensure that sensitive information and discussions remain private and secure.

Here is a sample confidentiality agreement for board of directors:

Confidentiality Agreement for Board of Directors

This agreement is made and entered into on [date] between [company name], hereinafter referred to as “Company,” and [board member name] hereinafter referred to as “Board Member.”

WHEREAS, the Board Member serves as a member of the Board of Directors of the Company and is privy to confidential information concerning the Company’s business and operations.

NOW, THEREFORE, the parties agree as follows:

1. Definition of Confidential Information

The term “Confidential Information” shall mean all information, whether or not reduced to writing, that is disclosed to the Board Member, that concerns the business of the Company and/or its subsidiaries, affiliates or customers and that is not generally known to the public.

2. Non-Disclosure

The Board Member agrees that he/she will not, at any time during or after the term of his/her service as a Board Member, disclose any Confidential Information to any person or entity, except as required by law.

3. Use of Confidential Information

The Board Member agrees that he/she will not use any Confidential Information for any purpose other than in connection with his/her duties as a Board Member and for no other purpose.

4. Return of Confidential Information

The Board Member agrees that upon termination of his/her service as a Board Member or upon request of the Company, he/she will immediately return to the Company all Confidential Information and any copies thereof in his/her possession or control.

5. Term

The obligations of the Board Member under this Agreement shall continue for a period of five (5) years from the date of termination of his/her service as a Board Member.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [state], without regard to the conflicts of law provisions thereof.

7. Remedies

The Board Member acknowledges that a breach of this Agreement may cause irreparable harm to the Company for which the Company may not have an adequate remedy in money damages. In such event, the Company shall be entitled to seek injunctive relief in addition to any other remedies it may have at law or in equity.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Company name]

By: ___________________________

[Board member name]


In conclusion, a confidentiality agreement is a critical legal document that every board member must sign. It is important to have a comprehensive and clear agreement that outlines the terms of confidentiality to ensure that sensitive information remains secure and confidential. Use the above sample as a guide to create your own board of directors` confidentiality agreement.

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