Confidentiality Clause
(Incidental Access)

Summary

This confidentiality can be incorporated into a services agreement to establish a service provider's confidentiality obligations with respect to incidentally obtained confidential information. This clause includes practical guidance, drafting notes, and an alternate clause. The clause addresses a service provider's obligation to maintain the confidentially of proprietary information that is incidentally accessed by or provided to the service provider during the course of rendering services for the customer. The clause is premised on neither party wanting to intentionally divulge confidential information or materials, but due to the nature of the services to be performed, it is anticipated or likely that the service provider will have access to and/or be exposed to confidential information of the customer (such as by overhearing conversations, viewing customer documentation, etc.). While this clause has been drafted for a services agreement, it can be tailored to other types of transactions. For additional guidance and materials on confidentiality, see Confidential Information Protections, Confidentiality Agreements, and Confidentiality and Non-disclosure Agreements Resource Kit. For additional guidance on services agreements, see Supply of Services and Supply of Services Agreements Resource Kit.