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Director Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Director Confidentiality Agreement

"I need a Director Confidentiality Agreement for a tech startup in California, with strong IP protection clauses and specific provisions about protecting our AI algorithms and trade secrets, to be used for our new board member starting March 2025."

Document background
The Director Confidentiality Agreement is essential when appointing new board members or formalizing obligations with existing directors. It serves as a critical risk management tool, particularly important in the United States where directors have broad access to sensitive corporate information and trade secrets. The agreement typically covers the definition of confidential information, usage restrictions, return of materials, and post-directorship obligations. Given directors' fiduciary duties under U.S. law, this agreement reinforces their legal obligations while providing specific remedies for breach.
Suggested Sections

1. Parties: Identification of the company and the director entering into the agreement

2. Background/Recitals: Context of the agreement and director's role

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Company Materials'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information

5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

6. Return of Materials: Requirements for returning company materials upon termination

7. Term and Survival: Duration of agreement and surviving obligations

8. Governing Law: Applicable jurisdiction and choice of law

Optional Sections

1. Securities Trading: Provisions relating to insider trading and securities law compliance for public companies

2. Intellectual Property Rights: Provisions regarding assignment of IP created during directorship and related rights

3. Non-Competition: Additional restrictions on competing activities beyond basic confidentiality obligations

4. Whistleblower Provisions: Provisions regarding protected disclosures to government agencies and regulatory compliance

Suggested Schedules

1. Schedule A - Specific Confidential Information: Detailed list of specific confidential information types

2. Schedule B - Excluded Information: Information specifically excluded from confidentiality obligations

3. Schedule C - Permitted Disclosures: List of pre-approved disclosure scenarios or recipients

4. Appendix 1 - Board Resolution: Copy of board resolution appointing director (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Exchange Act 1934: Federal law governing insider trading and disclosure obligations for directors, crucial for defining handling of material non-public information

Sarbanes-Oxley Act 2002: Federal legislation establishing corporate governance standards and financial disclosure requirements that directors must comply with

Defend Trade Secrets Act 2016: Federal law providing uniform federal protection for trade secrets, including remedies and whistleblower protections

Economic Espionage Act 1996: Federal criminal law protecting trade secrets from theft or unauthorized disclosure

State Trade Secret Laws: State-specific laws protecting confidential business information and trade secrets, varying by jurisdiction

State Corporate Governance Laws: State-level regulations governing director conduct and corporate management responsibilities

Fiduciary Duty Laws: State laws defining directors' fiduciary obligations including duties of care, loyalty, and confidentiality

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies for breach

Common Law Fiduciary Duties: Court-established principles regarding directors' duties of care, loyalty, and confidentiality

Corporate Opportunity Doctrine: Legal principle preventing directors from personally taking advantage of business opportunities that should belong to the corporation

Business Judgment Rule: Legal principle protecting directors' good faith business decisions from court scrutiny

SEC Regulations: Federal securities regulations governing disclosure requirements and insider trading rules

Stock Exchange Requirements: Listing requirements and governance standards imposed by stock exchanges on listed companies and their directors

Whistleblower Protection Laws: Federal and state laws protecting directors who report violations to government authorities

Copyright Act: Federal law protecting original works of authorship, relevant for confidential corporate materials

Patent Act: Federal law protecting inventions and innovations, relevant for confidential technical information

Trademark Laws: Federal and state laws protecting corporate brands and marks that directors must keep confidential

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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