Benchmarking How You Protect Your Business from Unethical Contractors or Sub-Contractors

Recognizing that protecting proprietary and confidential information from exploitation by unscrupulous and/or unethical contractors or subcontractors for their own financial gain is one of the greatest challenges business owners face, particularly in the protection industry, we thought it would be informative to benchmark our approach with that being taken by other professional security practitioners and business owners.

Given that Non-Compete Agreements are of very limited, if any, value due to the fact that, generally speaking, in order to be enforceable they establish geographic boundaries beyond which a former employee or contractor is no longer bound by the agreement (i.e. cannot engage in competing activities within a 100 mile radius), on the advice of our legal counsel, we opted several years ago to require all contractors to sign a comprehensive Non-Disclosure Agreement that:

1. Clearly states what constitutes proprietary and/or confidential information
2. Clearly defines the signers legal obligation to safeguard such information
3. Clearly states the restrictions imposed by the agreement on disclosing such information
4. Establishes that the signer recognizes that disclosure could lead to financial harm to VDI and that they could be liable for that harm should they disclose such information

So as there is no confusion on the part of the contractor as to what is considered confidential information, they are frequently and repeatedly reminded in group meetings, one-on-one discussions, in emails and by appropriately marked documents, that any and all information received in any form regarding training methodologies, performance evaluation processes, exercise design data (i.e. exercise dimensions, configurations, etc.), training strategies and tactics, clients, marketing and business development strategies, ad nauseum is considered confidential and subject to the restrictions and penalties described and prescribed in the Agreement.

Additionally, so as there is no question or confusion regarding their legal obligation and responsibility to safeguard and protect from disclosure any and all information which they have been notified is confidential, all contractors are periodically required to review and sign an updated Non-Disclosure Agreement that reiterate’s all of this; to include the period of time extending beyond their engagement within which they are bound by the Agreement. For example, a contractor engaged by VDI on a recurring basis will, in all likelihood, have signed a Non-Disclosure Agreement in 2009, 2010, 2011 and again in 2014, which extends beyond their engagement for a period of three to five years, depending upon the type and level of work they are contracted to perform.

For those interested, here is our Non-Disclosure Agreement.

As mentioned, we would be interested in hearing from others in the profession regarding:

What approaches you are taking to protect your proprietary and confidential information from being exploited by unscrupulous and/or unethical contractors or subcontractors for their own financial gain?

What actions you have taken – or would take – to hold those in violation of those protections accountable for ignoring their legal, ethical and professional obligation to comply with those protections?

What actions you have taken – or would take – against unscrupulous and/or unethical service providers who, despite being fully aware of your protection measures, willfully and knowingly engage contractors with access to your proprietary and confidential information for the purpose of exploiting that information for their own company’s financial gain?