contract-law confidentiality contractor freelance
Contract says all information must be kept confidential. Does this mean I cannot outsource?
<p>Let's say there's something like this in the contract:</p>
<p>&quot;Without the prior written consent of the other party, no party shall disclose any Confidential Information to any third party&quot;</p>
<p>Does this mean I cannot outsource to a ghostworker? I know that independent contractors should have the freedom to complete the work in whatever way they want, and that outsourcing is a somewhat common thing to do. Plus that many contract templates will have that clause so I need to make sure.</p>
<p>If not, what sort of clauses in an independent contract will ban outsourcing?</p>

<h2>No</h2>
<p>You can outsource if you don't disclose Confidential Information (as defined in the agreement), or if you have the principal's permission to disclose it to the third-party contractor. The clause only applies to confidential information - a subset of all information.</p>
<blockquote>
<p>I know that independent contractors should have the freedom to complete the work in whatever way they want</p>
</blockquote>
<p>Not at all. George Clooney, the actor, is an independent contractor - he can't outsource.</p>
<p>Of course, this is an example of a personal services contract but, more generally, while the starting position in contracting is that either party may delegate their obligations (although they remain responsible for them) the parties are free to structure their contract however they like. If they want to prohibit outsourcing, they can. If they want to specify that certain personnel must be used (or not used), they can.</p>
