What are the best Confidentiality Clauses?
STUDENT PAPER
By Lise Bouley
SKEMA Business School
Paris, France
ABSTRACT
The consulting profession is becoming more and more widespread in order to meet a growing demand from the companies all around the world. However, a central notion stands out in this area: confidentiality. Indeed, the consultants work directly with very sensitive data both on the company in which they operate but also on their employees. The fundamental aim of this research is to see if and how is it possible to protect as much as possible to avoid any leakage of private data. To do so, this paper establishes if there are key clauses to have in a non-disclosure agreement to reduce the probability of a breach. It also establishes is clauses can fully protect a company. The obtained results have shown that they are key clauses, however, if it can ensure you damages, it cannot ensure that there will be no leak at all.
Keywords: Confidentiality, consultant, consulting, clauses, contracts, nondisclosure agreement, secret data, secrecy agreement
INTRODUCTION
“The consulting profession is less than a century old, and yet, it is nowadays an indispensable and widespread occupation”.[1]“Consulting is the fact to provide an expert analysis to a client for a fee and using a contract.”2 “As a consultant, you must be an expert and a strategist, the consultant seeks solutions to improve the functioning of companies, in areas such as organization, customer relations, human resources, information systems, the environment, etc.”3 Companies entrust more and more their development projects4 to consulting firms as it is good to have an expert and/or outside view or opinion. They therefore employ specialists in fields as varied as IT, e-commerce, organization, human resources, business development, taxation, logistics… This is why the greatest asset4 of a consulting firm is their employees. Indeed, as a service company, all your competencies rest upon the knowledge and expertise of your consultants. The consultant’s work begins with the analysis of the existing (operation of services, information circuits, etc.). After making a diagnosis, he advocates solutions and monitors their application. In addition to his economic and technical skills, the consultant has many qualities: he listens, transmits his knowledge, persuades.
Knowing that you employ externals companies and people, you have to make sure that the data of your own company and employees is safe. In return, as a consultant manager, you have to make sure that confidentiality is a key element in all portfolio of projects4. Indeed, when we are dealing with advisory companies, it is very common, if not essential, that they have access to sensitive data about the company and the employees. And this in order to better understand and comprehend the work environment of each company as well as its values, vision and general atmosphere. This same data could jeopardize the reputation of employees and the company. Similarly, these data may be of value to direct or indirect competitors of the company. Indeed, today, it is about always being at the forefront and innovative, whether on the IT aspect, but also managerial or corporate responsibility for instance. All this to both attract as numerous as employees and stakeholders possible, but also to ensure the sustainability of the company. In addition, the consultants you employ can work or work for competitors in your industry. It is therefore important to always make sure that your work and data are kept confidential so that no leak can occur.
In order to ensure a relationship of trust between the two parties, a contract must be used, and in this particular case a confidentiality clause must be included in the contract. Make sure that the contract has a strong confidentiality clause ensures that the project and the relationship between the two parties will go well. In this case, the company protects itself from any leakage or disclosure of sensitive and private information. The contract is a category of legal act intended by a person for the purpose of creating an obligation towards another person, who accepts it. It’s an exchange of consents. In other words, a contract protects each party involved. This builds a sense of trust between the two parties and ensures that none of them will be harmed.
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Editor’s note: Student papers are authored by graduate or undergraduate students based on coursework at accredited universities or training programs. This paper was prepared as a deliverable for the course “International Contract Management” facilitated by Dr Paul D. Giammalvo of PT Mitratata Citragraha, Jakarta, Indonesia as an Adjunct Professor under contract to SKEMA Business School for the program Master of Science in Project and Programme Management and Business Development. http://www.skema.edu/programmes/masters-of-science. For more information on this global program (Lille and Paris in France; Belo Horizonte in Brazil), contact Dr Paul Gardiner, Global Programme Director paul.gardiner@skema.edu.
How to cite this paper: Bouley, L. (2019). Consulting Contracts: What are the best Confidentiality Clauses? PM World Journal, Vol. VIII, Issue V, June. Available online at https://pmworldlibrary.net/wp-content/uploads/2019/06/pmwj82-Jun2019-Bouley-best-confidentiality-clauses-for-consulting-contracts.pdf
About the Author
Lise Bouley
Paris, France
Lise Bouley is a graduate student in Project and Program Management and Business Development at Skema Business School. Since her youngest age, she has had a strong entrepreneurial mindset and a desire to work worldwide. Her numerous international experiences (internships and exchange semester) gave her the opportunity to develop adaptability and to become a confident problem solver. Being open-minded and world-oriented increased her innovative skills. Highly interested in project management and its main upcoming challenges, she is getting certified by PRINCE2 and AgilePM.
Lise is not only defined by professional experiences. She has also several hobbies, cooking and oenology, she has been president of the oenological club of her business school. She loves to travel the world and discover new fields.
Lise Bouley can be contacted at: lise.bouley@skema.edu or https://www.linkedin.com/in/lise-bouley/
[1] Confidentiality Sample Clauses. (n.d.). Retrieved from https://www.lawinsider.com/clause/confidentiality
2 What is consulting? definition and meaning. (n.d.). Retrieved from http://www.businessdictionary.com/definition/consulting.html
3 What is consulting? definition and meaning. (n.d.). Retrieved from http://www.businessdictionary.com/definition/consulting.html
4 see table “Definition and example of key words” By Author
