Drafting Vendor Reporting Provisions

When customers hire vendors to research, test, evaluate, or assess something, the vendor provides the customer with a written response in a report. Here are some of the things to address: 

1. Delivery and contents

The contract should identify what the report will include and when it must be delivered. Some reports require a preliminary draft for the customer to review in advance. If there are any assumptions on which the report relies, those should be identified too. 

2. Confidentiality

Reports often contain confidential information. Be clear about how the report fits into the overall confidentiality scheme in the contract. If it is included in confidential information, are there limits on with whom it can be shared?

3. Intellectual property

Written reports are tangible expressions of ideas and protected by copyright laws. If the customer should own the report, the contract should identify it as a work for hire with an assignment as an alternative. If the vendor owns the copyright, the customer may want to clarify that the report is subject to confidentiality restrictions. 

4. Reliance

A key concept in every report provision is reliance. After all, the customer is hiring the vendor to prepare it for a purpose. Vendors should be very precise about who can rely on it and for what purposes.