More Than You Bargained For
I often receive requests to review client’s B2B contracts before they sign. I start by asking them to summarize the deal in their own words. Often, when I compare the client’s summary to the agreement it has them giving up much more than they think. I’m talking about data.
The commercialization of our personal and business data is not new, but there is increasing temptation to use it. With the introduction of stricter data privacy laws, those profiting from our data must obtain our consent to collect and use it. Enter the boilerplate.
Most contemporary B2B contracts contain clauses about how the data flowing between the parties will be collected, used, shared, and retained, but are people actually reading what they sign?
Last week I reviewed a simple B2B contract for the sale of an asset worth only $3000. Our client was selling, and the ten page contract, drafted by the buyer, contained two full pages on data privacy. The contract indicated that the buyer was entitled to access the seller’s bank account log in information, could use the seller’s logo in promotional material, was permitted to sell any data they collected to third parties, and finally the buyer could forever use any and all data they collect in, “any other manner, in [the buyer’s] sole discretion.”
The client thought they were selling only the asset worth $3000 but in reality they were giving away much more. It is important, particularly in the B2B context, that parties turn their minds to the data privacy and confidentiality clauses in their agreements to ensure they completely understand what information will be collected, how it will be being used, and for how long. Ask yourself – is giving up my data an essential part of the deal? If not, reflect seriously on whether or not it’s worth it.
David is an Associate Lawyer with our Business and Financial Services, Employment and Labour Law and our Technology and Privacy Law Groups. Connect with David on LinkedIn.