Agency Compensation, Agency/Client Relations, Negotiating, Position Papers
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Recent industry tactics have emerged that potentially compromise the confidentiality of media and marketing services information, including media rate information and agency compensation information. To address these matters, the 4A’s Board of Directors approved a position paper
that relates to the confidentiality of media and marketing services information.
AAAA recommends that agencies remain vigilant in protecting confidential media and marketing services information arising in connection with the agency’s work for its clients. Such information should not be disclosed, directly or indirectly, without at least obtaining the prior consent of all parties having a potential interest in protecting the information.
The 4A’s recommends that, in advance of sharing Confidential Information with a customer, supplier or advisor (or a potential customer, supplier or advisor), the parties should:
1) Agree on the definition of what constitutes Confidential Information;
2) Clarify the purpose for sharing the C.I.;
3) Frame appropriate restrictions on access to and use of C.I.;
4) Specify requirements for the return or destruction of C.I. at the end of the engagement; and
5) Formalize the terms of the confidentiality understanding in a binding agreement (for example: a non-disclosure agreement or in the confidentiality provision of your agency-client contract).
The 4A’s position paper reiterates the importance of adhering to agreed upon confidentiality terms prior to sharing confidential information with search consultants, compensation consultants, auditors and other third parties that may gain access to agency confidential information. The 4A’s recommends that agencies involve competent counsel in drafting and reviewing all agency agreements.
To facilitate comprehensive discussion between agency management and legal counsel, illustrative client-agency “Confidentiality” contract provisions and Non-Disclosure Agreements (NDA) covering clients, prospects and consultants can be obtained from the 4A’s Management Services Division.