Customer wants confidentiality agreement signed

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premiermobile

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I have a potential customer that just contacted me about services she needed. In order for our company to provide these services, she requested a signed w9, certificate of liability and a signed confidentiality agreement.

The w9 and certificate of liability is fine, but I've never been asked to sign a confidentiality agreement. I've read through it and there is one clause in particular that bothers me:

3. If the Recipient is requested to disclose Confidential Information or the substance of this Agreement in connection with a legal or administrative proceeding or otherwise to comply with a requirement under the law, the Recipient will give Disclosing Party prompt notice of such request so that Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If Disclosing Party seeks a protective order or other remedy, the Recipient, at Disclosing Party’s expense, will cooperate with and assist Disclosing Party in such efforts. If Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, the Recipient will disclose only that portion of the Confidential Information which its legal counsel determines it is required to disclose, and will use its reasonable best efforts to obtain confidential treatment of the Confidential Information to be disclosed.
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The reason that bothers me is because, I don't know what they do or who they are. Maybe they are a famous family that just wants privacy. Whatever the case, if something does arise and my company is approached by law enforcement about something that goes on at this residence, I don't think I would be interested in jumping through any hoops in order to honor this agreement.

The types of services they are requesting are very basic services on a recurring basis. But, my general feeling is that the money we make from this customer might not be worth any long term impact from a perceived violation of confidentiality.

Has anyone else had to a customer request that they sign a confidentiality agreement? Is this something that is pretty standard that I am looking into too hard?

Any feedback will be appreciated.

Thanks
 
Usually these agreements say that you can't disclose anything EXCEPT to law enforcement, etc. I have never seen one that requires you to notify the disclosing party that you have disclosed info in those circumstances.

IMO that clause sounds like they expect legal or administrative proceedings...which is very strange. Their last name isn't Soprano, is it?
 
That's the thing. I don't know the last name. I was contacted by the house manager and the account was set up under the name of a trust, not the actual names of the home owners.
 
The wording is very odd, one way to interpret it is that if LE came and asked you about it, you would have to tell them, "I can't talk to you until I talk to them first"...so they can waive the agreement or they can seek a protective order. I guess you are within your rights to refuse to answer LE questions, unless you are in front of a grand jury or in court.
 
It might be worth it to pay $5.00 for an attorney phone service if the money is decent so you can ask them what they would recommend.

Sent from my SCH-I535 using AG Online
 
Dude, I read that thing like 5 times and still don't understand it. If you need a lawyer to interpret legal mumbo jumbo just to detail someone's car I would pass. Unless it's some type of ongoing big money deal, then it may be worth it for YOU to try and find a lawyer to read this.

I mean people are just nuts, can't they just pay you to detail their car and let that be the end of it? What are you going to disclose? It has 4 wheels? Maybe there was a hit/murder in the car and they want you to remove all the trace evidence?

Any lawyers on AG?
 
I was thinking about checking with an attorney, but to be honest, when I asked about the types of services they were seeking, they were all very basic services. If I felt I stood to generate decent revenue, I think I'd be more willing to reach out to an attorney.

I told the house manager, I would get back to her, but my feeling is that i'll pass. I was just wondering if this was a customary request or something a little out of the ordinary.

I'd hate to send my guys out there one day and they see some celebrity and decide to tweet about it (or some nonsense like that) and my company is on the hook.
 
swanicyouth said:
If you need a lawyer to interpret legal mumbo jumbo just to detail someone's car...
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The most disturbing thing about it to me, is the requirement that you coordinate your disclosure with them and their attorney...so the cops come to you to ask some questions about something there, and you tell them you can't talk to them until you talk to the client and their attorney first...that kind of makes you an instant perp in their eyes.
 
premiermobile said:
I'd hate to send my guys out there one day and they see some celebrity and decide to tweet about it (or some nonsense like that) and my company is on the hook.
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Oh heck, I thought it was you only, if you have employees you have to worry about holding to that agreement I'd just pass, it sounds like trouble. You could discuss it with her and ask why her agreement is so flaky, whether she expects "legal or administrative" requests to come to you.
 
custmsprty said:
In my line of work I sign them all the time, it's no big deal.
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With that flaky wording? There is always a paragraph that states that the agreement doesn't apply if you are served with a court order or a warrant etc. I have never seen one that says you have to consult with the other party and their attorney and only disclose what they want you to. Considering how detailed this paragraph is, it is also odd that it doesn't differentiate between warrants and court orders and "administrative" actions.
 
This is a SIMPLE protective clause. Basically put, they want notification and the right to protect the nature of your contract (or work you do on their behalf). In a nutshell, you cannot use their vehicle or your association with the family for marketing/advertising purposes, and cannot/should not discuss your affiliation with them. This includes your employees (as you pointed out the tweeting stuff can kill your business)

If you were to get questioned by LE then you have a right to discuss the fact that your agreement contains a confidentiality agreement from which they will have to get injunctive relief from a court order to discuss the nature of the work, affiliation etc... (basically like getting a search warrant). LE are not allowed to search the vehicle on your premise without a warrant, and any such attempt needs to be immediately reported so the family can seek a protective order from illegal search and seizure.... or they can CHOOSE to send you a written notification to allow you to speak to LE or anyone else. But the choice remains clearly THEIR'S!!

I work with HIPAA regulations all day, so it is a walk in the park for me not to discuss client's names, occupation, location etc... and all of my Detailing clients get offered the right to refuse me putting their vehicles in the "Satisfied Customers" photo gallery on the FB page. Even if I do put their vehicle I always remove the license plate (clear deniability).

I would jump on this contract with both feet. That is my kind of clients.
 
This provision is typically used in a settlement agreement resolving a lawsuit or other conflict. I can't see the purpose of its inclusion in a basic services agreement, presuming that is what is being provided. Looks to me like someone was cutting and pasting random paragraphs of "legal sounding stuff" into a document. AKA the "google lawyer."

I can't give you legal advice on a forum, but the focus of provisions like these is to contain and protect the outflow of information about the conflict itself, how it was resolved, and any information learned by each side about the operations of the other.
How this relates to detailing a car... On these facts I'm stumped.
 
I cannot tell you how many of these I have signed, especially working at the Geek. Any place we walk into these days will have you sign one and we have others walking into our place sign them. It's really to protect yourself against people that might not be on the up and up, you really never have to use it but always nice to have on file in case someone does something "not so smart". I am sure the people have money and have some form of celebrity status and they don't want pictures of their cars and or house online... would be my best guess.
Might be worth it to get the referrals, you never know what doors it might open for you.
 
All I can say is definitely keep a copy of the agreement if you do sign it.
 
just sign it, collect the money and go home. and don't say a word to anyone about it! lol.
 
Dr_Pain said:
This is a SIMPLE protective clause. Basically put, they want notification and the right to protect the nature of your contract (or work you do on their behalf). In a nutshell, you cannot use their vehicle or your association with the family for marketing/advertising purposes, and cannot/should not discuss your affiliation with them. This includes your employees (as you pointed out the tweeting stuff can kill your business)

If you were to get questioned by LE then you have a right to discuss the fact that your agreement contains a confidentiality agreement from which they will have to get injunctive relief from a court order to discuss the nature of the work, affiliation etc... (basically like getting a search warrant). LE are not allowed to search the vehicle on your premise without a warrant, and any such attempt needs to be immediately reported so the family can seek a protective order from illegal search and seizure.... or they can CHOOSE to send you a written notification to allow you to speak to LE or anyone else. But the choice remains clearly THEIR'S!!

I work with HIPAA regulations all day, so it is a walk in the park for me not to discuss client's names, occupation, location etc... and all of my Detailing clients get offered the right to refuse me putting their vehicles in the "Satisfied Customers" photo gallery on the FB page. Even if I do put their vehicle I always remove the license plate (clear deniability).

I would jump on this contract with both feet. That is my kind of clients.
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:iagree:

I've had to sign confidentiality agreements and NDAs (non-disclosure agreement) all my life.

Whoever these people are, they are undoubtedly dealing with a lot of vendors that they are putting into their A/P system. From their perspective, this is a "boiler plate" agreement, that all of their vendors have to sign.

I would agree that you don't want to show their vehicles on the web, but I wouldn't worry about the agreement either.

Jim
 
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