Deliverables: Nondisclosure

Deliverables: Nondisclosure

There may be situations in which the parties find it beneficial to keep the identity of the original creator of a deliverable from becoming publicly known.  Accordingly, in the following exemplar, the parties are obligated not to disclose the contractor as the source of the deliverables:

Exemplar C24B-1

Neither party shall disclose the Services or Deliverables or refer to the Services or Deliverables in any communication, to any person or entity, except as reasonably required for Client to obtain the full and intended benefit of such Services or Deliverables, including but not limited to the following: (i) as specifically set forth in a Statement of Work, (ii) to Client’s Affiliates provided that such Affiliates comply with the restrictions on disclosure set forth in this sentence, (iii) to Client’s contractors solely for the purpose of their providing services to Client, provided that such contractors comply with the restrictions on disclosure set forth in this sentence, (iv) to Client’s independent public auditors in connection with the audit of Client’s financial statements, (v) to Client’s legal counsel in connection with the provision of legal advice to Client, or (vi) to the extent required by order of a court of competent jurisdiction or by a regulatory authority asserting jurisdiction over the business or financial affairs of Client. Client, however, may create its own materials based on the content of such Services and Deliverables, and use and disclose such Client-created materials for external purposes, provided that, Client does not in any way, expressly or by implication, attribute such materials to Contractor or its subcontractors.

Exemplar C24B-2

Except to the extent disclosure is allowed in the applicable Statement of Work and unless otherwise required by applicable law, Client may incorporate into their internal documents any summaries, calculations or tables based on Client Information contained in a Report, but not Contractor recommendations, conclusions or findings. If Client discloses such internal documents to anyone, Client shall assume sole responsibility for their contents and Client shall not refer to Contractor in connection with them.

By contrast, in the following exemplar, the parties clarify that deliverables produced in connection with a tax-related service are exempt from any non-disclosure obligations otherwise applicable to service deliverables:

Exemplar C24B-3

Where the Services involve the delivery of Tax Advice, any clause herein restricting the disclosure of Contractor’s Deliverables shall not apply to the product of the Tax Advice (“Tax Deliverable”) (although other products of the Services under this Agreement or the Services under a SOW, if any, shall remain subject to that clause) and no provision in this Agreement or the Services under a SOW is or is intended to be construed as a condition of confidentiality in relation to such Tax Deliverable.  In particular, Client (and each employee, representative, or other agent of Client) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction within the scope of the Tax Advice and all materials of any kind (including opinions and other tax analyses) that are provided to Client relating to such tax treatment and tax structure.