Vendor confidentiality terms restrict use and disclosure of customer information, require security safeguards, address personnel obligations and subcontractor flow-down, and specify handling of legal process seeking customer data.
They supplement rather than replace the vendor's own security commitments.
Alternative Names:
Vendor Confidentiality, Vendor Confidentiality Terms
Why it Matters?
The legal process provision is the one most often absent and most consequential, since a vendor served with a subpoena for customer data may comply without notifying the customer absent a contractual obligation to do so. Requiring notice and a reasonable opportunity to object preserves the customer's ability to assert privilege and confidentiality. Personnel obligations and subcontractor flow-down are the other provisions worth specifying rather than assuming.
Frequently Confused with
Related terms
Frequently asked questions
What provision is most often missing?
Why specify personnel obligations?
