The article discusses a recent case out of Massachusetts which held that, as a matter of law, in the absence of a confidentiality agreement (or a formal confidentiality policy), an independent contractor was free to disclose a company’s trade secrets, including customer names, pricing information, business processes and work flow patterns, information about business relationships with other companies, and accounting records. While this may be covered at common law in employment relationships, that duty of confidentiality may not extend to contractors. The article provides a strong reminder that drafters of independent contractor agreements may want to include provisions to protect the property of the company.
All too often, independent contractor provisions fail to address critical topics (e.g., confidentiality and intellectual property ownership issues).
Where a degree of a duty of confidentiality applies to an employee, the same may not apply to independent contractors. It would be prudent for an employer to ensure that all confidentiality terms are listed in the governing document of their relationship.
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