An Advertising Agency Agreement governs creative and media services provided by an agency to a client. This playbook discusses ownership of deliverables, approval processes, and termination rights.
Why This Matters: Strong confidentiality and privacy controls reduce the risk of data breaches, regulatory fines, and reputational harm. Clear obligations facilitate trust and compliance oversight.
Negotiation strategy
If you're the Client:
Ensure that confidentiality clauses are comprehensive and include specific obligations for data protection. Negotiate for clear breach notification timelines and robust security measures.
If you're the Agency:
Focus on limiting liability and ensuring that confidentiality obligations are reasonable and achievable. Seek clarity on data handling standards and compliance requirements.
Essential elements
1
Confidentiality Obligations
Protects sensitive business information.
2
Data Privacy Compliance
Adheres to privacy laws.
3
Breach Notification
Timely reporting of data breaches.
Action framework
ACCEPT
Propose edits if the clause lacks specific data handling standards or breach notification procedures.
EDIT
Reject if the clause fails to comply with major privacy laws like GDPR or CCPA.
ADD
Add language for jurisdiction-specific compliance if not present.
PRO TIP
Always ensure that confidentiality clauses are aligned with the latest data protection regulations to avoid legal pitfalls.
Example clauses
FAVORABLE
Robust Confidentiality Clause
"Each party agrees to maintain the confidentiality of all confidential information disclosed to it by the other party, and to use such information solely for the purposes of fulfilling its obligations under this Agreement."
NEUTRAL
Basic Data Privacy Clause
"Each party shall comply with all applicable data protection laws and regulations in relation to the processing of personal data."
UNFAVORABLE
Weak Confidentiality Terms
"Confidential information may be disclosed without restrictions."
Fallbacks
Cross-Border Data Transfers
In cross-border agreements, ensure clauses address international data transfer regulations and include standard contractual clauses where necessary.
High-Sensitivity Data
For agreements involving highly sensitive data, implement additional security measures and stricter confidentiality obligations.
Cloud Service Agreements
In cloud service contexts, ensure data privacy clauses cover data storage locations and access controls.
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