Board Confidentiality and Information-Handling Agreement

Organization: [ORG]
Agreement version adopted by the Board: [DATE]
Director name: [DIRECTOR_NAME]
Effective date of this signature: [SIGNATURE_DATE]
Related policies: Executive Session Policy; Document Retention Policy; Conflict of Interest Policy

Template notice. This Agreement is a template. Counsel should align it with bylaws, indemnification agreements, D&O insurance applications, employment/consulting arrangements (if any), and open-meeting or member-inspection laws that may limit confidentiality. Replace bracketed placeholders. Consider whether observers and committee-only members sign the same form.

1. Purpose and Consideration

I, [DIRECTOR_NAME], have been elected or appointed to serve on the Board of Directors of [ORG] (the “Board”). In that role I will receive nonpublic information about [ORG], its people, strategy, finances, and stakeholders. In consideration of my access to Board materials and service as a director, I agree to the terms below. This Agreement protects [ORG] without preventing me from fulfilling fiduciary duties or exercising legal rights that cannot be waived.

2. Definition of Confidential Information

“Confidential Information” means all nonpublic information I receive in connection with Board service, whether oral, written, electronic, or observed, including:

Board and committee packs, agendas, draft and final minutes, resolutions, and action logs;
Financial statements, budgets, forecasts, fundraising pipelines, and nonpublic metrics;
Strategic plans, product roadmaps, pricing, competitive analyses, and M&A discussions;
Personnel information, CEO evaluations, succession plans, and compensation deliberations;
Legal advice, litigation strategy, investigation materials, and whistleblower matters;
Donor, customer, member, patient, or employee personal data;
Cybersecurity details, credentials, and incident information;
Third-party information [ORG] receives under NDA; and
The fact of discussions in executive session and the substance thereof.

Confidential Information includes information marked “Confidential” and information that a reasonable director would understand is nonpublic given its nature.

Exclusions. Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) I lawfully knew before Board service without confidentiality duty; (c) I independently develop without use of Confidential Information; or (d) I receive from a third party legally entitled to disclose it without restriction.

3. Nondisclosure and Limited Use

I will:

Hold Confidential Information in strict confidence;
Use it solely to perform my fiduciary duties as a director of [ORG];
Not disclose it to any third party except as permitted in Section 4;
Not use it for personal benefit or for the benefit of any other entity, consistent with my duty of loyalty; and
Not trade in securities on the basis of material nonpublic information if applicable to me or [ORG], and will comply with any insider-trading policy [ORG] adopts.

I will not discuss Confidential Information in public spaces, on social media, with journalists, on podcasts, or with investors/donors/members except when authorized under Section 4.

4. Permitted Disclosures

I may disclose Confidential Information only:

To fellow directors and authorized officers/advisors who have a need to know for [ORG] governance and who are bound by confidentiality duties;
To my personal legal counsel advising me on fiduciary duties or potential liability, provided counsel is informed of confidentiality and does not further disclose except as required by law;
With prior written authorization of the Board Chair or the Board;
As required by law, regulation, or court/agency order, after giving [ORG] prior notice (unless legally prohibited) so [ORG] may seek a protective order; or
To regulators or as a whistleblower where law permits reporting possible legal violations, including without prior notice to [ORG] where such notice is not required. Nothing in this Agreement limits protected whistleblowing or participation in government investigations.

If I sit on multiple boards, I will not share [ORG] Confidential Information with other boards or their managers, even if helpful to those entities, unless [ORG] authorizes sharing.

5. Board Portal and Device Hygiene

I agree to:

Access Board materials primarily through [ORG]’s board portal or other sanctioned systems;
Protect login credentials; enable MFA; not share accounts;
Avoid downloading packs to unsecured devices or personal cloud folders when portal offline access is available; if download is necessary, use encrypted storage and delete local copies when no longer needed;
Not forward portal links or pack PDFs to personal email distribution lists;
Use care with screenshots, printers, and family-shared computers;
Promptly report suspected phishing, account compromise, or lost devices containing [ORG] materials to [IT_SECURITY_CONTACT / BOARD SECRETARY].

Annotations and votes in the portal remain [ORG] records subject to the Document Retention Policy.

6. Executive Session

I will comply with the Executive Session Policy. I will not disclose executive-session discussions to management or third parties except as the Board authorizes or as Section 4 permits. I will not personally record executive sessions.

7. Return or Destruction of Materials

Upon leaving the Board, or earlier upon [ORG]’s request:

I will return or securely destroy local copies of Confidential Information (paper and electronic), including downloads, notes that reproduce Confidential Information, and emails retaining pack attachments;
I will certify completion in writing within [15] days using Appendix A;
I understand official records remain with [ORG] in the portal and Secretary’s files; I have no standing right to ongoing portal access after service ends unless the Board grants limited archival access.

Legal holds supersede destruction obligations until counsel releases the hold.

8. Compelled Testimony and Discovery

If I am subpoenaed or asked to testify about [ORG], I will, unless legally prohibited, notify the Board Chair and General Counsel promptly so [ORG] may coordinate. This does not prevent me from obtaining personal counsel.

9. Duration

Confidentiality obligations begin when I first receive Confidential Information and continue during Board service and survive for [SURVIVAL_PERIOD, e.g., 5 years] after service ends; provided that trade secrets and personal data shall remain protected for so long as they remain nonpublic / protected by law.

10. Remedies

Breach may cause irreparable harm. [ORG] may seek injunctive relief, damages, and other remedies. Breach may also constitute grounds for censure or removal under the bylaws and may affect indemnification advancement to the extent permitted by law and [ORG]’s governing documents. This Agreement does not limit fiduciary duties; it channels information handling.

11. No Restriction on Fiduciary Duties or Independence of Judgment

Nothing here requires me to agree with management or other directors, suppresses dissent within the Board, or prevents me from insisting that concerns be investigated. Internal candor among directors is expected; external disclosure remains restricted as set forth above.

12. Governing Law and Miscellaneous

This Agreement is governed by the laws of [STATE], without regard to conflict-of-law rules. If any provision is unenforceable, the remainder stays in effect. This Agreement may be signed electronically and may be updated by Board-approved revision; I will be asked to re-acknowledge material updates. It does not create employment or guarantee continued Board service.

Signature

I have read, understand, and agree to this Board Confidentiality and Information-Handling Agreement.

Director signature: _______________________________
Printed name: [DIRECTOR_NAME]
Date: [SIGNATURE_DATE]

Acknowledged for [ORG]:
Board Chair / Secretary: ___________________________ Date: ________

Appendix A — Departure certification

I certify that I have returned or securely destroyed local copies of [ORG] Confidential Information in my possession, except materials I must retain under a documented legal hold or as directed by personal counsel for an active claim (list any exceptions): [EXCEPTIONS OR “NONE”].

Signature / Date: _______________________ / ________