On exit interview was told not to say name of company/client I worked for

Question

I was contacted by someone offering me paid work. Call him Bob. Bob has a sole proprietorship, call it X. His only client who he works full time for as a contractor is Y. Y gave him a budget to hire someone to help with his work load. That someone is me. In the contract I signed with Bob, it refereed to me as a consultant, "Bob doing business as X" as Agent and Y as Client.

On my last day Bob wanted to have an exit interview with me. He "reminded" me of my continuing obligations to confidentiality, which included not saying I worked for Y (the/his client). First off, I never recall any discussion of the client's name being confidential and upon double checking my contract, it's not (not that I hired a lawyer to review it). Y is a large company and I thought it would be better to put it's name on LinkedIn and my resumes, instead of X which no one's heard of.* I realize this isn't a particularly strong reason so I removed the references to Y upon request.

My questions are

1. Is it normal or common for a client's name to be considered confidential? Does it make a difference if you're working for them directly, through a third-party or if you got the job through an agent/agency? This is all assuming it was never expressly agreed on that the client's name was confidential e.g. in a contract. Though Bob was my de-facto "boss" I worked closely with other members of the team who were employees of Y and other people often told me what to do/how to do it. Is this strange? If someone's a subcontractor, wouldn't the client only talk to the contractor and the contractor would have complete management over the subcontractor?
2. Assuming confidentiality isn't an issue, do people usually say the name of who they did work for, or the agent/agency who connected them with the work? Does it depend on the level of involvement the agent/agency has?
3. Why would Bob or Y care? Would it be professional for me to ask Bob?

*LinkedIn has so many people on it claiming to be a contractor for Y, it can't possibly be a corporate policy not to do this.

Answer 1

1. I wouldn't say normal or common, but not necessarily unheard of.

   It makes a big difference whether you're an employee, from an agency, or working for a 3rd party contractor. The company that pays your salary is who you work for. In your case, it sounds like you're not an employee of Y. You're an employee of X, who happens to be doing some work for Y.

   Chain of command (both theoretical and in practice) can vary wildly between and within companies. Your situation is not unusual.

2. I can't speak from experience, but I imagine it depends on the relative importance of the contractor vs the client. You can probably go with either (as long as you specify you were a contractor) depending on the situation.

3. You can always ask, and I would recommend doing so. Anything else I could say would just be speculation.

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If it's not in a contract or an NDA, you probably don't have to keep it confidential. But if you've been asked, you probably should (at least on public forums). You can always talk about the company and what you did for them without mentioning their name.

Answer 2

I agree with Kaz's answer but thought it was worth pointing out that for your 2nd question it doesn't have to be either/or. You should definitely list Bob's company as your employer but you could still mention the client when describing what you did during your tenure like this:

• Did X for client Company Y

In cases where the client is confidential you could say:

• Did X for large confidential client company in the Z industry.

Answer 3

I think you have two rules to make your decision:

1. Did you sign anything about never mentioning the name of Y? Contracts, NDA's, additional forms... If none of the signed documents mentions confidentiality, then you are free to talk about Y (except the obviously confident information - please use common sense).

2. You say that Y is a company mostly anonymous. Since you do net get the benefit of associating yourself with a well-known prestigious company, why bother mentioning their name?

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At a previous job, I worked for a pretty-much no-name customer. In my CV I mentioned the work I did (as overview, of course), without mentioning the name of that company. Currently, I do not even remember their name, and I do not feel any loss about it.

Answer 4

I am going to throw out something not mentioned in any of the answers.

Occasionally, people run background checks.

If you were officially contracting for X who was contracting to Y... and you put "was a contractor for Y." When a background check is run on your name and asks Y if you were a contractor for them... Y will run a database search and not find your name. They will say "We have no record of JazzgeMica working as a contractor for us." Which the backgrouund check will then file away as "lied about working for Y."

Not a good look.

Answer 5

There are two contracts in force here. The one between you and X, and the one between X and Y. The latter would contain the confidentiality agreement, and would apply to you as an employee or contractor of X.

It's unusual that you wouldn't know about it until the exit interview. We had a similar agreement with a large corporation once and we used a code word for that company in all our internal communication to continually remind us of that fact.

Answer 6

I'm not quite sure I agree with the thrust of other answers here.

Firstly, there is no general legal principle in which one's employers' names are confidential.

I would argue that no such general protection exists for acknowledging the mere existence of a trading link between legal entities, either, even if this information comes into your possession in connection with your employment.

So in the absence of an agreement, in my view there can be not even a possibility of a constraint in this regard.

The general principle is that the market does not belong to any one participant, and employers have no property rights in the embedded skills and knowledge of the worker once the employment and remuneration ceases, nor do they have property rights in the mere existence of information about the market (such as arbitary information about who exists there, and what relationships exist or have existed amongst them).

Employers may seek to exploit information that is not widely known other than to themselves. That is not synonymous with possessing any exclusive property rights to that information. Information is not protected by law merely because the employer declares it to be confidential in their own view.

The courts may take a different view if you were exfiltrating and publicising hard copies of customer lists, but this is under the general principle of protecting assemblages of information where the collation itself is a product of significant work or skill.

But in the case at hand there is an absence of both a hard copy of the involvement of any multiplicity of trading partners.

Secondly, it has become common under a model of outsourcing for the real employer to exist behind some sham front, agency, or gangmaster. There would be absolutely nothing untoward about listing the identity of the real employer.

I don't agree that this would be viewed as odd on a background check. Employers want to know where you have actually worked in the conventional sense. They might want to know additionally that you worked for that employer through a front, but they certainly do not want to know only that you worked for an opaque front.

In my experience, not even those who run front companies, are interested in what fronts you have worked for when assessing you as a candidate (as distinct from when they are trying to gain market intelligence themselves, in which case they are interested in both).

Thirdly, if you listed only the real employer on the CV, and not the front company at all, then the front company can scarcely claim that any confidentiality has been breached.