Confidentiality Agreement It Consulting

When drawing up a confidentiality agreement, there is often a tension between the client`s desire to treat sensitive information confidentially and the possible obligation of an advisor to disclose information to the state supervisory authorities. Reporting obligations imposed by federal, state and local laws may limit a client`s ability to obtain full protection against disclosures from a consultant. In the environmental context, for example when transactional due diligence detects contamination of hazardous substances, anyone who has “control” of the facility where the release took place is required to report it to the EPO when the level of contamination exceeds the quantities to be reported. In some states, such as New Jersey, “anyone” who detects a release from an underground storage tank is required to report it to state authorities. Under these conditions, even the best written confidentiality agreement does not protect information discovered by a consultant from disclosure. An appropriate confidentiality clause should take into account the advisor`s need to comply with mandatory reporting obligations while preserving an undertaking`s desire to maximise confidentiality and retain control over any communication with supervisory authorities that may be necessary. Recent developments have highlighted the risk of having an external consultant work on a project without an enforceable confidentiality agreement. Increasingly, consultants are using the experience they have gained working for industrial clients as a springboard to sell this expertise later in lawsuits against these and other clients in the industry. As a contracting party, you are well served if you have entered into strict confidentiality agreements to prevent a sensitive information advisor from turning around years later and using the same information against you in a future dispute. (c) The Advisor may not provide, disclose or report, or to any other federal, state or local government or authority, or to any other person or public or private entity, any work products or non-public information obtained or produced in accordance with this Agreement, without (i) express written permission from the Client or (ii) a judicial or administrative injunction that requires the disclosure of work products or non-public information obtained or produced in accordance with this Agreement. Neither the Adviser nor his affiliated undertakings may communicate a work product or non-public information to natural or legal persons, nor use a work product or non-public information, nor authorise its use to support private interests not provided for in this Agreement. .

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