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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."
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
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
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)
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