Archive for February 13th, 2012

Dear Danielle: Why Would I Need a Confidentiality Agreement?

Dear Danielle:

I recently purchased your entire startup package for Administrative Consultants and I’m finding it so useful. Thank you. I do have a quick question regarding one of the forms: It’s the customizable confidentiality agreement. I can understand why a prospective client would expect me to sign a confidentiality agreement, but how do I explain to them that I need one as well? I read the contract, but I still don’t understand exactly what it is I’m asking them to hold in confidence. Can you break it down for me in clear, easy to understand language? This would go a long way in helping me to help my clients understand what I’m asking of them. —CA

If you’re new, you might not want or need to use it right now. You might not have developed your processes and programs to the extent that they become valuable intellectual capital. But eventually you will if you’re in business for any length of time.

Intellectual capital can be your unique processes, systems, tools,diagnostics… all kinds of things that you develop yourself, that make your service unique. Many businesses find it important to protect that intellectual property. When that’s the case, you want to make sure clients understand that any of the proprietary information, processes, tools, etc., that they become privy to through your work together are intellectual property that they may not share with others or coopt or adapt for their own use. And that’s because you have a right to keep those things private for use just with your own clients and not make them public information, and you have the right to earn money from those things however you see fit.

Here’s one example… let’s say you come up with your own signature database system that you use with clients. And say you allow clients the use of this while they are a client. Since this proprietary and original database is part of your intellectual property and proprietary systems, and are a part of what differentiates your service from others and adds to your unique value, you obviously do not want everyone to have access to it. The client also does not have the right to sell your system or make use of it for their own personal gain. They also don’t get to use it if they no longer are a client, if that’s what you deem. You, as the owner of the system, are the only one with the right to say who gets to use it, how, when, etc. It’s proprietary intellectual property that you alone own and control however you see fit.

This is why you would have them sign that kind of confidentiality/NDA agreement. It’s for the same reasons that they might ask you to sign one as well. You are both businesses with intellectual property and proprietary information. 😉

For more information on this topic, check out the Confidentiality topic category of my blog.