Make Sure Consultants Will Keep Your Secrets

By Joe Auer

Confidentiality and secrecy agreements between customers and outside consultants are very important. The nature of consultants’ work means that they will probably have access to confidential information such as business and marketing plans, costs, profits and proprietary processes. So it’s paramount to guard against having your confidential information disclosed to other outside parties, especially your competitors. Managing consultant confidentiality is a process that mustn’t be overlooked.

You must exercise strong due diligence to initiate a workable consultant confidentiality program. First, identify the types of confidential information the consultants may have access to in the course of completing their engagements. Armed with this information, you can identify the potential risks that must be addressed. Obviously, the higher the potential risk, the greater the protection needed.

Many times, the risk issue isn’t even considered. Worse yet, the risk has sometimes been dismissed with a statement like, “We know these people, and we can trust them.” Even if you do know the consultant you’re considering working with, there’s no reason to abandon caution. The most trusted consultant can make an unintentional mistake and expose your information, particularly if there has been no reinforcement of confidentiality requirements.

If the due-diligence phase finds a potential risk, the next move should be to immediately enter into a confidentiality and nondisclosure agreement (NDA). This is a logical, precautionary step, and it’s difficult to imagine a reason for a company not to take it. The NDA is a straightforward document describing the terms under which the customer and the consultant will and won’t disclose certain information.

The NDA also provides a definition of confidential information (such as a certain process that gives customers a competitive advantage), each party’s obligations regarding the information and a remedy if your consultant fails to live up to the agreement, either by design or by accident. Many times, it’s best if the NDA is negotiated and put into effect well before the actual consultant agreement is in place, since precontract discussions may involve confidential customer information.

When the actual consulting agreement is drafted, include a confidentiality provision that references and incorporates the NDA. The NDA can be very precise in nature, defining types of information, a certain project, a particular time period or specific remedies. The contract confidentiality provision should be wider in scope and should remain in force beyond the contract or engagement expiration – perhaps a year or more.

Finally, you should require that each consultant employee assigned to your account sign a personal “secrecy agreement.” This provides an additional layer of protection and serves to make sure consultants are very aware that they will be receiving confidential information and are personally bound to protect it.

Some consulting firms balk at having their consultants sign secrecy agreements, saying there’s no need to create separate contracts between each consultant and client. Try hard to win this one, but if you can’t, a reasonable compromise is to make sure that the consulting firm agrees that each consultant assigned to your account has previously signed a secrecy agreement with the firm or will sign one before starting work on your account. And don’t forget to review the content of the firm’s secrecy agreement to make sure it meets all your needs. Most important, have the consulting firm contractually accept full responsibility for its employees’ acts and omissions.

As a final safeguard, it is important to have “orientation briefings” for all of the consultant’s people who are new to your account, to emphasize the seriousness of these issues.

Many large organizations already do NDAs, but they fall into the “pesky paperwork that’s a mere formality” category and don’t get highlighted as being a big deal. In my 35 years in this business, I’ve seen a number of confidentiality breaches that have been very big deals.

Recovering after breaches occur never seems to work as well as preventing them from happening in the first place.

JOE AUER is president of International Computer Negotiations, Inc. (, a Winter Park, Fla., consultancy that educates Professionals on IT Procurement, Sourcing, and Vendor Management. ICN sponsors CAUCUS: The Association of Technology Procurement Professionals. Contact him at


Worldwide Software Negotiations Training Coming to the UK

(London, 15-6-2010) – Worldwide IT Contract Negotiations Training Company, International Computer Negotiations (ICN), is coming to the United Kingdom on July 1-2, 2010, for their highly acclaimed Software: Issues, Contracts, Negotiations training class.  For 35 years, ICN has been training Global 1000 companies on how to Do Better DealsICN’s Software Negotiations Training has taught over 1000 IT buyers how to do better licensing and development deals. Click here for more information.

“How Software is Protected, Key Licensing Ingredients, Software Development, Pricing Models and Strategies, Avoiding Litigation, Prioritizing Objectives are just some of the topics the business community will see,” says CEO Joe Auer Sr.  People looking to register for this 2-day event must do it in advance.  Training will take place at the headquarters of BP in London and sign-up is available through “Anybody that is involved with the acquisition of Software, including legal, IT, finance, procurement and contract or vendor management, needs to see this course,” says Auer.

Since 1975, Winter Park, FL based ICN has provided critical training and consulting in high tech procurement, vendor management, and negotiations, establishing a reputation that sets it apart from the competition.  Internationally, ICN has presented both public and customized on-site seminars in countries around the world including the United Kingdom, the Netherlands, Malaysia, Canada, Australia, New Zealand, Hong Kong and Singapore.


What Makes a Good Negotiator?

8 Attributes for Better Deal-Making

While your role in the acquisition process may not cast you into the final negotiation scenes, these traits will serve you well at any stage of the bargaining process. The following eight characteristics highlight some common attributes of the successful negotiator.

1. Clear thinker. Can you think fast and hold your own during the rapid give and take of a complex negotiation? There are few easy answers in high tech acquisitions. Some errors are unavoidable, regardless of how well prepared one may be. The ability to keep a clear head and think quickly will not only smooth over trouble spots, but keep the overall process moving forward productively. With a strong negotiation strategy as a base, the clear thinker is able to advance the process, regardless of surprises.

2. Good communicator. Can you express yourself with ease? During negotiations, how you convey knowledge is just as important as what you know. The ability to communicate effectively is essential. This ease of expression should not be confused with glibness. Rather, it results from a knowledge of the deal being negotiated and the ability to present a clear, concise and cogent narration.

3. Analytical. Do you have the ability to analyze possibilities and alternatives? Skillful negotiators can analyze others’ statements and identify those that favor their position, those that oppose it and those that favor another solution. Another aspect of analysis is the ability to recognize the truly important issues and ideas and focus on them.

4. Impersonal. Can you keep the company’s objective at the forefront of negotiations?  It is often difficult to stay composed, cool and calm when tempers flare in the heat of a difficult negotiation. An effective negotiator approaches the bargaining table with the company’s objective as his or her banner, putting personal inclinations and agendas aside.

5. Patient. Are you a composed, attentive listener? Often, the ability to let others talk and explain their position pays off by getting issues resolved without argument.

6. Objective. Can you consider another’s ideas objectively? Can you put yourself on the other side of the table to better evaluate the opposing position? If you can give serious, detached attention to an opposing point of view, you are in a better position to understand—and thus counter, if appropriate—a “sticky” negotiation point.

7. Tactful. Can you handle difficult people with tact, self-restraint and poise? It helps to have a well-developed understanding of human nature and a generous attitude toward others. It’s a cliché, but the truth of its message has been proven time and again: You can catch more flies with honey than with vinegar.

8. Sense of humor. Can you concede in good humor? It is unrealistic to assume you can win every point in a negotiation. The ability to keep a sense of humor even when conceding pays dividends in good will that may help resolve other acquisition issues. Further, negotiations can get intense, and there may well be several opportunities to become upset, worried or anxious. A sense of humor can help you—and others—maintain perspective and stay on track.