"Employee Confidentiality Agreement"

[NickFitz]

(Putative) NewClientCo want me to electronically sign an "employee confidentiality agreement" which is littered with terms like "employee", "employment", "term of employment", "duration of contract of employment", and so forth.

At the end it does have a space for me to put my own name and my company name, but that seems like too little too late to me.

The contract with the agency hasn't been signed yet, but is OK in itself - this has come direct from the end client.

I've emailed the agent explaining that it's not acceptable, nor a true reflection of the intended business-to-business relationship, to sign a document containing such terms, though I'm not objecting to or unwilling to agree to actually maintaining confidentiality, on behalf of MyCo.

Am I being too cautious, or dodging a bullet?

[teapot418]

(Putative) NewClientCo want me to electronically sign an "employee confidentiality agreement" which is littered with terms like "employee", "employment", "term of employment", "duration of contract of employment", and so forth.

At the end it does have a space for me to put my own name and my company name, but that seems like too little too late to me.

The contract with the agency hasn't been signed yet, but is OK in itself - this has come direct from the end client.

I've emailed the agent explaining that it's not acceptable, nor a true reflection of the intended business-to-business relationship, to sign a document containing such terms, though I'm not objecting to or unwilling to agree to actually maintaining confidentiality, on behalf of MyCo.

Am I being too cautious, or dodging a bullet?

I presume that you're talking from an IR35 perspective - Depends whether or not you get investigated


It's unlikely such a document in itself would swing an IR35 case, but it doesn't help if things are borderline. Ask if they have a B2B version of the document, or go through and replace "employee" with supplier's representative and see if that's acceptable.

[missinggreenfields]

Could you copy the text into a document, change it to be more B2B, and then send that back instead?

The wording and intentions are all the same, but you make it clear that your company (and it's representatives) are the ones committing to it rather than an employee.

[NickFitz]

I presume that you're talking from an IR35 perspective - Depends whether or not you get investigated


It's unlikely such a document in itself would swing an IR35 case, but it doesn't help if things are borderline. Ask if they have a B2B version of the document, or go through and replace "employee" with supplier's representative and see if that's acceptable.

The agent is getting back to their HR people. I've suggested that an additional document signed by ClientCo and MyCo stating that "employee" is to be interpreted as "contractor not employed by ClientCo" or some such wording would cover matters.

Agent reckons it'll confuse them terribly if they have to change the wording as it's a standard one they use for everything - even he's signed it

[NickFitz]

Could you copy the text into a document, change it to be more B2B, and then send that back instead?

The wording and intentions are all the same, but you make it clear that your company (and it's representatives) are the ones committing to it rather than an employee.

On the strength of a couple of things found online - When clients blur your IR35 status :: Contractor UK item 7 Contractor Doctor: If I sign a confidentiality agreement in my name am I inside IR35?[/url] for example - I think it's probably OK if we have the covering letter making it clear that I'm not an employee of EndClientCo but of MyCo, given that the signing bit already requires me to enter MyCo's name as part of the signature, despite the very first line of the document stating that it's for employees of ClientCo

It's an electronic signing system, so I don't think they could handle having an edited version sent to them and having to then work out how to get it into their system.

[WTFH]

The confidentiality agreement is one between an individual and the company. It is not between two companies. But you will be working on that site as an employee of your own company. As such you are signing it as an employee of your own company while working for the other company. The bit at the end is where you are declaring who your actual employer is.


It's not to do with IR35, but to do with who they sue if you take sensitive material. They are very common in certain industries.

[NickFitz]

The confidentiality agreement is one between an individual and the company. It is not between two companies. But you will be working on that site as an employee of your own company. As such you are signing it as an employee of your own company while working for the other company. The bit at the end is where you are declaring who your actual employer is.


It's not to do with IR35, but to do with who they sue if you take sensitive material. They are very common in certain industries.

Except the very first line reads "Within this document 'EMPLOYEE' means any employee of EndClientCo", and all references to what they want me to keep schtum about refer to me as 'EMPLOYEE'

[NickFitz]

Just had an email notifying me that they've cancelled that document and a B2B NDA will be provided instead

[teapot418]

Dug out one that I signed.

NON DISCLOSURE AGREEMENT


This non disclosure agreement is made on date.


Between:

(1) YourCo (Hereinafter called “the party”)

And

(2) ClientCo name and address (Hereinafter called “ClientCo”)


Operative Provisions

In consideration of ClientCo disclosing Confidential Information for the purposes of stuff you’ll be doing to “the party” described below, it is agreed as follows:


1. Definitions

Stuff


2. Undertaking

More stuff


This document has been read, understood and agreed.


The “the party”: On behalf “ClientCo”:


Signature: Signature:


Name: Name:


Title: Title:

[teapot418]

Just had an email notifying me that they've cancelled that document and a B2B NDA will be provided instead

Excellent - missed your post.