Board Member Confidentiality Agreements

Board Member Confidentiality Agreements: What They Are and Why They Matter

Board member confidentiality agreements, also known as non-disclosure agreements (NDAs), are legal contracts that prohibit board members from sharing confidential or sensitive information with third parties. These agreements are typically signed by all board members at the beginning of their term and are designed to protect the organization`s sensitive information from being leaked to competitors, the press, or anyone else who shouldn`t have access to it.

Why are board member confidentiality agreements important?

Board member confidentiality agreements are essential for a number of reasons. First and foremost, they protect the organization`s intellectual property, trade secrets, and other confidential information that could be used by competitors to gain an unfair advantage. This includes information such as financial reports, strategic plans, and other sensitive information that, if made public, could harm the organization`s reputation or bottom line.

Second, board member confidentiality agreements can help prevent conflicts of interest. By signing an NDA, board members agree to keep information confidential, even from other board members. This helps prevent any potential conflicts of interest that might arise if one board member has information that others do not.

Finally, board member confidentiality agreements help build trust between the board and the organization`s stakeholders. By signing the agreement, board members demonstrate their commitment to protecting the organization`s confidential information and show that they take their responsibilities seriously. This can help build confidence among donors, customers, shareholders, and other stakeholders who want to know that the organization is being managed effectively and responsibly.

What should board member confidentiality agreements include?

Board member confidentiality agreements should be comprehensive and cover all aspects of the board member`s responsibilities and obligations. Some of the key items that should be included in the agreement include:

– Definition of confidential information: The agreement should clearly define what constitutes confidential information, such as financial data, customer lists, trade secrets, and other sensitive information.

– Scope of the agreement: The agreement should clearly state the scope of the NDA, including the time period during which the agreement is in effect, and how long the board member is obligated to keep confidential information confidential.

– Consequences of a breach: The agreement should outline the consequences of a breach of the NDA, including any legal action that may be taken against the board member.

– Exclusions: The agreement should also include any exclusions or exceptions to the NDA, such as disclosures required by law or court order.


Board member confidentiality agreements are an essential component of any well-run organization. They help protect the organization`s sensitive information, prevent conflicts of interest, and build trust among stakeholders. If your organization does not currently have a board member confidentiality agreement in place, it is time to consider implementing one. By doing so, you can help ensure that your organization`s confidential information is protected and that your board members are fulfilling their obligations and responsibilities.