NDA Template for Board Advisors (UK 2025)

When You Need This Contract

Board advisors and non-executive directors access the most sensitive information in a business including strategic plans, financial performance, M&A activities, and personnel matters. The NDA must address the elevated confidentiality obligations appropriate to board-level access, insider trading restrictions if the company is publicly listed or planning to list, and the duration of obligations which should extend well beyond the advisory relationship given the strategic nature of board information.

Key Clauses

• Board-level information including strategy, financials, and personnel matters
• Market abuse and insider trading restrictions where applicable
• Duration extending significantly beyond the advisory relationship
• Conflict of interest disclosure for other board and advisory roles
• Fiduciary duty acknowledgement where the advisor takes a formal governance role

What to Watch Out For

• Not addressing insider trading obligations if the advisor accesses price-sensitive information about a listed or listing company
• Failing to require disclosure of the advisor's other board roles and advisory positions that may create conflicts

Sample Clauses

• Sample board confidentiality clause: 'The Advisor acknowledges that they will receive information of the highest commercial sensitivity including board papers, financial forecasts, strategic plans, personnel matters, and M&A activities. All such information is Confidential Information subject to the strictest confidence obligations. These obligations survive termination of the advisory relationship for a minimum of [5] years.'
• Sample conflict clause: 'The Advisor shall disclose to the Company all current and future board positions, advisory roles, and significant investments that may create actual or potential conflicts of interest with the Company. The Advisor shall not accept a position with a Direct Competitor without the Company's prior written consent.'