26

(This is in a B2B context, so "client" here means a company's representative.)

I have a very good working relationship with my client, even if we've been working together only for about a year. My company's relationship with his actually improved pretty quickly when he took charge after the previous manager left.

Something interesting happened recently. During a meeting, he started talking a bit about his company's future plans regarding their collaboration with us. Things are still hypothetical/in discussion and he asked me not to talk about this to my superiors yet. On the other hand, my managers have repeatedly told me how I'm the company's employee first and foremost and thus the company comes before the client. (which probably sounds obvious, but I'm really not "corporate-minded" so they felt the need to stress this)

No matter how I handle this, I think it can be framed negatively:

  • If I keep the secret, I'm technically being a bad employee and not doing a certain part of my job. And things could get unpleasant if they somehow learn about it. (though there's literally zero risk of me losing my job because of it)
  • If I do go to my hierarchy and tell them about this, then I'm breaking my client's trust. And I can't control how they will use this information - they could let it slip at some point during a meeting or an email, which would obviously do heavy damage to our (well, my) relationship with the client.

Now personally, I value trust and honesty very highly so I'm certainly going to keep my mouth shut until things become official (expected to be in a few months). I also feel like the potential negative of this choice is much smaller than for the other one, though the positive is just "Nothing happens" as opposed to "My company can start preparing plans a bit in advance". But I think it is an interesting question and I'm curious about this community's thoughts on the situation.

Note: the "secret" is basically about how they're looking to potentially either extend or reduce the scope of our contract with them. He wasn't telling me that his company is about to commit a fraud or anything illegal.

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  • 1
    Is it something that will positively or negatively affect your company? And big or small impact? And could you ask your superiors if they're okay with you keeping it a secret?
    – towr
    Jan 6, 2023 at 12:38
  • 1
    @towr If they leave, it'll have quite a big impact because it's one of our larger contracts (not the largest, but an important one nonetheless). If they expand the scope, it means a secondary project that will bring money but will also need dedicated resources for a while as my team will not be able to handle it on top of its normal duties. So I would consider the impact "significant" in either direction, but not company-defining either.
    – DevAir1
    Jan 6, 2023 at 18:05
  • Where did this meeting occur and who else was there? Were you in their offices and possibly you weren't supposed to hear this info?
    – cdkMoose
    Jan 6, 2023 at 20:28
  • @cdkMoose It was a Teams meeting so it was very clear that I would hear it.
    – DevAir1
    Jan 6, 2023 at 20:36
  • Are you looking for work or moral advice?
    – Bakuriu
    Jan 8, 2023 at 9:59

13 Answers 13

94

and he asked me not to talk about this to my superiors yet

That's where you say STOP and state very clearly that you are technically not allowed to do this and that this constitutes a conflict of interest for you.

You can tell the client that you appreciated their openness and trust and that you won't break it (this ONE time), but that going forward you can't receive information that's supposed to be confidential with your employer because you are contractually bound to disclose this information to your employer.

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    "because you are contractually bound to disclose this information to your employer" - is this a common clause in employment contracts (in which countries)? - For example I'm pretty sure there was nothing like this in my employment contract. As far as I know I'm not legally obliged to share anything a client tells me with my superiors.
    – Falco
    Jan 6, 2023 at 10:16
  • 20
    @Falco: Even if not written explicitly in the contract, at least in my country (Austria), the law assumes an implicit "duty of loyalty" of the employee. Whatever that means exactly is up to the courts to decide.
    – Heinzi
    Jan 6, 2023 at 11:35
  • 53
    "you are contractually bound to disclose this information to your employer" Not really the case. Often you are required to act in the best interests of your employer. If breaching the client's trust doesn't further your companies goals, I suspect you should consider not doing it. Jan 6, 2023 at 13:28
  • 13
    I would not say "contractually bound" I would just say something along the lines of "this puts me in an very uncomfortable situation"
    – Kevin
    Jan 6, 2023 at 19:06
  • 5
    @IlmariKaronen If you lose a client or goodwill because of a decision to share low quality information, especially if there is no benefit to your employer, then you are not acting in your employers best interests. Jan 7, 2023 at 2:21
26

My company had a strong "stop right there and don't tell me anything I'm not supposed to be able to tell my boss" policy, to avoid being sued for anything from leaking the info to insider trading.

If there's something confidential that should be shared, management on both sides should have agreements in place to deal with that.

Generally, things that are company confidential should remain company confidential, and your management should tell you when that doesn't apply and to what degree.

22

The best way to answer this is with a Hypothetical:

Imagine your Client tells you that they are going to be massively increasing their production of their Doodad line and they are anticipating tripling their orders for your company's Foo components to meet the demand.

You, in good faith, tell your bosses. Who tell their bosses, who decide that they need to hire 20 more staff and buy some new manufacturing machines at several million dollars to cover the increase in demand and are already working out the company bonus scheme for a bumper year.

Then, it turns out, that the principle customer for their Doodad line suddenly has had to change plans and they are not going to be increasing their production, on the contrary, they are going to decrease their requirement for your companies Foo component.

Those 20 new hires get laid off, the company has to sell some old machines to cover the cost of the new ones - and everyone starts a witchhunt for the source of this information...

You.

And do I need to elaborate what happens next?

In short - you've been told a possibility - but the reality of what you've been told in relation to your actual employer is this:

"Unless I've got something in writing, signed, from the Client - then I've got nothing"

If they want to extend the scope of the agreement - then when it's time to do so, the client will start the formal proceedings.

If they want to cancel the agreement - then what you could do is discuss with your company that they should review the last calendar year of their relationship with the client - and see what worked, what didn't and what they could do better.

Now, you've not let slip any confidential knowledge and you can hand on your heart say that to your client - but you have a justification for undergoing an unofficial retention process just internally on your companies end - so that if you do get a formal announcement - you have got a game plan ready.

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    This answer seems to be basically predicated on the assumption that the OP's bosses are idiots and don't understand the concept of "possibility" as described in your answer. If that is indeed the case, and they're as prone to take any random rumor they hear as gospel as you seem to assume, then yes, the OP probably shouldn't tell them anything that isn't 100% certain to be true. But if the OP's bosses are that stupid, the OP should probably also consider finding new employment elsewhere. Jan 6, 2023 at 17:36
  • 1
    @IlmariKaronen - hence why I said 'internally on your side' - because yes - calling the client would raise suspicion. Jan 6, 2023 at 19:18
  • 1
    (OK, maybe you can know that, if there's an established process that you know well enough to predict exactly what they'll do, or if you're involved enough in the process to keep dropping veiled hints that it's a bad idea right now or something. But it still seems like a very risky approach: you're basically trying to get your company to do something involving the client, but without telling the client, and without telling your company why they shouldn't tell the client.) Jan 6, 2023 at 19:26
  • 1
    So basically you don't tell your managers because everyone above you is an idiot anyways? Dude ...
    – DonQuiKong
    Jan 6, 2023 at 19:42
  • 3
    @O.R.Mapper - exactly - I mean, the example I used was the absolute extreme - but that was merely to highlight the very real situation of info getting out of hand. In addition - some people may wish to relay information in favorable manner for career advancement, omitting the caveats and nuance in the original discussion. Jan 8, 2023 at 1:35
18

You had this information off record, treat it as it is: he could have said that at the coffee machine, it could be true or not, you have no proof, and no one has. It's closer to small talk than to "B2B leak". There's no evidence this will ever happen, or not.

Report a false information to your company? Based on what? Some kind of "I heard that...". 1. you may be transmitting false information to your boss (and it could backfire badly) or 2. you betray someone that was chit-chatting with you, like people do when they appreciate your cooperation.

I would keep that information for what it is: nothing more than a few words. I often share this kind of "information" with clients or suppliers, like: "oh yes, next year, we hope that we may be doing A/B/C", to what they reply: "same for us, but in that direction (or with that tool)". It's either not important, or it might be a little, and this person knows you won't disclose it, but they mention it and warn you anyway, just in case you didn't pick the "off record". Not a big deal though.

Business talks, not war secrets :)

7

Say nothing to your manager about any specific words you heard, or who told you what.

  • "my managers have repeatedly told me how I'm the company's employee first and foremost and thus the company comes before the client." This does NOT mean that you have to disclose every piece of small talk between you and the client or forward rumors. Maybe NOT telling IS putting the company before the client if it prevents a reaction that turns out to be an incorrect response.
  • "the 'secret' is basically about how they're looking to potentially either extend or reduce the scope of our contract with them". This isn't a secret. When a contract is due for renegotiation, pretty much every client, everywhere, always considers either extending or reducing the scope. (or holding steady...) Your friend was merely musing out loud. There is absolutely zero useful information in what your client disclosed, and certainly nothing actionable since it could go either way.

Instead, clear your conscience, put your company first, and show some initiative by approaching your boss with words to the effect of "our contract with client XYZ is coming up for renewal, I suggest we meet to discuss a plan for how we might respond if they ask us to either extend or reduce the scope of our agreement."

(This situation isn't the double negative outcome you portrayed it as in your question...)

2
  • 1
    This isn't a planned contract renewal. I remained vague on purpose (as I think self-doxxing is not a smart thing, and also to make it a more general question) but it's more like "Hey, your software is currently handling X people from our company and we need to integrate Y more for next year" but could also be "Due to a change in internal politics, we're now switching to another provider entirely".
    – DevAir1
    Jan 6, 2023 at 17:43
  • 2
    @DevAir1 Either way, there's no actionable information since you have absolutely no idea which direction they might take, so what could possibly be gained by sharing uncertain details of a casual conversation other than breaching the client's confidence if it got back to them? Isn't there always risk that clients will decide to either expand or contract their business with you? If I were your boss I would ask "why are you telling me this?" Jan 6, 2023 at 17:49
3

It is in the best interest of your company to be perceived as honest and reliable. Telling your superiors, if the client finds out, can cost your company ongoing contracts.

That client most likely has a contract with your company. That contract may require you to respect the clients confidentiality. Telling your superiors might be in breach of contract. And remember that if things ever go to court, you are required to tell the truth, even if this is against the interests of your company.

And remember: You are told the company comes first. Which means if there is trouble, they will make it all your fault. Make sure that you come first. Don’t do anything you wouldn’t want the client and the client’s lawyers to know.

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  • 4
    Generally speaking, the contract is between the company and the client, not between OP and the client, and therefore any confidentiality extends to the scope of the company, not just OP personally.
    – Flater
    Jan 6, 2023 at 0:07
  • @Flater this depends on the wording of the contract and circumstances. Many companies have Chinese walls between departments or employees handling competing clients so no conflict of interest occurs. - Generally speaking you should not share information which is protected by an NDA (even if the NDA is informal and verbal only)
    – Falco
    Jan 6, 2023 at 10:23
3

Definitely tell your bosses, but also tell them that you were told in confidence

Personal relationships and informal conversations are a very important part of your job. The fact that you've built this kind of relationship is brilliant.

This is clearly not something which your bosses should rely on though. It's a potential opportunity to add to your sales funnel, but your sales funnel always needs to also have a probability of success attached to each opportunity. This is no different to any other opportunity.

For any opportunity, there should also be a window where the client is left to think about it, before you follow up. So your bosses should know not to bring this up soon. Your contact can't expect you to keep this fully secret - the implication is more that your company shouldn't be making assumptions about whether they will or won't get that business, and not to pester them whilst they're making up their minds.

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    This answer assumes that the bosses will not let the info slip so that the client learns that the OP has breached their trust — which will ruine the OP-client good rapports. Too optimistic.
    – Greendrake
    Jan 7, 2023 at 2:11
  • 4
    So you expect your own boss to keep it a secret, when yourself were incapable of keeping it? You have more faith in your boss than you have in yourself I suppose. Besides, if the information is not actionable, what point is there to share it in the first place? Jan 7, 2023 at 5:55
  • 1
    @Greendrake Assuming your bosses are not completely incompetent is "too optimistic"? The OP has given no evidence that his bosses are that bad. Personally I've never worked for anyone who didn't understand this kind of thing. I guess they may exist, sure, I've just not met them in 30 years in industry.
    – Graham
    Jan 7, 2023 at 9:11
  • 1
    @StephanBranczyk You clearly don't understand the concept of employment. It's not that I'd be "incapable of keeping it". If they told me something personal about themselves, that would stay private forever. But if it relates to the company employing me, I have a legal duty to pass that info on. Failing to pass on that info breaches your contract, and if this is big news which could affect the company's plans for the future then this could easily be considered gross negligence and grounds for immediate firing.
    – Graham
    Jan 7, 2023 at 9:19
  • 2
    @Graham This might be a surprise to you but the mere status of being a boss (having direct reports) doesn't necessarily come with competence.
    – Greendrake
    Jan 7, 2023 at 9:28
2

This depends if the news is positive or negative for your company.

If it's positive (like expanding the contract, increasing sales, etc), do not tell your manager. As in TheDemonLord's answer, your company could take that as news and go on to do a hiring round, producing equipment, and so on in preparation, without any real solid need for it. In the best case scenario, you tell your boss, your boss does nothing with the information, and then you've "only" betrayed your client's trust for no benefit to yourself or your company. It's not worth it.

If it's negative (like changing vendors away from your company, or some negative feedback that might break the contract, or the client going out of business), then you should tell the company. Especially in the case of negative feedback, you should do whatever you can to get ahead of the client breaking their contract due to some negative experiences with your company. If you tell your company about negative feedback from the client that is causing the client to consider action, then perhaps they can fix whatever is causing the issue in time to make the client reconsider their action. At the very least, you can say you did your best to stop the negative thing from happening, or impacting the company.

4
  • 1
    Well that's the thing: the news is basically that they want to harmonize their systems by either bringing in users from another company in their group, or switching every user to an entirely new provider. First case is more business for us, second one means the client will be gone in a couple years. (Switching that kind of software takes time, nothing concrete will happen this year in either case although plans will start to be put in motion)
    – DevAir1
    Jan 6, 2023 at 20:41
  • If that's the news then I would share it with your boss/team. The reason is that your client is making a choice: they're going to either give you more business, or they're going to cut the contract completely, and it all depends on whatever is easiest for them based on their needs. If you want to retain their business, you should find out (presumably you already know some of this) what specific pain points would make them not think that using your service is the easiest path forward, and fix those things.
    – Ertai87
    Jan 6, 2023 at 21:26
  • Management will make the decision on whether it is a good idea to put effort into fixing whatever pain points exist or whether those pain points are too difficult to address and they want to leave the choice up to the client. If you share it with your boss, you may want to tell him that the client told you this in confidence, so if he wants to further the news up the chain, he should tell it anonymously; "I think we should fix XYZ problem in our system because it makes our user experience better", rather than "client ABC told us they will leave us unless we fix problem XYZ".
    – Ertai87
    Jan 6, 2023 at 21:27
  • 1
    I sort of see where this answer is going, but I don't think the type of news matters. If it's potential good news, there may be an opportunity cost by not acting on it if it does come to fruition. If it's potential negative news, the company could act in a suboptimal manner if it doesn't come to pass. I think it's more complicated than that. Jan 7, 2023 at 2:16
1

How to handle a client telling you about future plans and asking you to (temporarily) keep them secret from your hierarchy?

Just stay quiet and pretend you never heard them ( even if they follow through with their plans ).

Future plans can be changed, so whatever you tell your employer now may not come to pass and you would look bad for breaking the confidentiality of your client as well as passing along inaccurate information. Treat any "secrets" that the client tells you like a verbal job offer, it's worth as much as the paper it's written on ( i.e. it's worthless ).

If the client does follow through with their plans, you still keep quiet. Once again, you will look bad with your employer for attempting to brag about having known all along what was going to happen and not telling them anything.

I would reconsider your personal relationship with this client, who is putting you in an awkward spot by revealing these secrets and asking you to keep them confidential. Going forward, keep all interactions strictly professional and try to keep any communication solely in writing.

1

I don't think there is a fixed response to this situation.

Information received?

Firstly, what information has your client's representative actually given you? Very little by the sounds of it. It can be assumed that the collaboration between two companies is always under some indeterminate re-evaluation.

Has he even leaked a timeframe for a decision?

Is it even surprising to learn that the "time is high" and that your client is looking more closely than normal at the question? Or is it already implied by contractual rhythms?

If you were to converse with your own colleagues, what would you tell them about what you have learned? That your client "is making decisions, that could go either way or change nothing, and could be soon or much later"? Most people would say you knew nothing, if this is all you have.

Motive?

Secondly, what was your client's representative's motive for telling you what he did? Was it a slip? Was it a feint by an experienced person to develop trust and make it seem like he was sharing information, whilst actually sharing nothing? Might it be false and misleading information?

Was he just acknowledging the obvious, but implicitly asking you not to trigger pre-emptive enquiries from your colleagues, and let the client work through their own process first? This would suggest he did not so much convey a secret to you, but did simply make a request not to trigger naive enquiries that will be rebuffed.

Or do you again know nothing of usefulness?

Reaction?

Thirdly, how might your employer want to react usefully to any information you actually have?

Might they want to suspend certain decisions of their own (like recruiting or layoffs)? Or plan to bring other decisions forward? Might they want to make preparations?

Also, if the revelation of the information to your employer will destroy trust with your client's representative, then what is the value of that relationship to your organisation? Might somebody trample your relationship with the client for short-term reasons, whilst destroying your ability to operate in the long-term? Are your colleagues likely to be sensible in this respect, or does the burden fall on you to manage the problem by controlling what information you disclose?

Or do you not know anything?

Summary

Before jumping to conclusions that you have been given salient information, you need to determine whether you actually have been given something important and significantly useful to your employer. Your employer doesn't want to hear useless gossip or shaggy-dog stories.

They especially don't want to hear empty remarks delivered in an inappropriately excited (or dark and secretive) tone, such as "our client is going to be making decisions! I don't know what they are or when they will be made, but I know they will be!". By being giddy or reserved about so little, you might by your manner mislead your colleagues.

If you don't actually know anything (including how to properly interpret the information, and understand what reaction your own disclosure will cause in your organisation), then it seems unlikely that you are morally obligated to say something to your employer.

Final notes

It's worth saying that if you personally value openness and honesty to a high degree, and dislike intrigue and skulduggery, then a diplomatic role at the interface between two differently-owned organisations is not necessarily the most suitable placement.

It's also worth saying that if your client's representative was behaving in a way that caused a gross conflict of loyalties (which is not clear here), then it might be appropriate to either remind him what your loyalties and obligations are, or even to broach with him the fact that you're going to have to disclose to your own employer something that he has let slip.

1

You have been put in a spot by your client that he shouldn't have put you in. It's possible that it was an inadvertent slip; but it's also possible that the information was passed on to you entirely purposefully. It could be that your conversation partner on the other end did this on his own account, or even at the suggestion of his managers. Either way, the reason would be two-fold:

  1. The decision on the other end is not final and may change, so that no official information can be passed.
  2. At the same time, your contact or his superiors would like to pass this information anyway.

As for why they want to do that, we can only speculate: Maybe it's a probe to solicit a reaction (if your company is not in the position to fulfill an extended order, they'd likely like to know as early as possible, potentially before a formal decision); maybe your partner on the other side, acting on his own account, feels an obligation to give you a heads-up of some impending change he learned about. This post assumes that the other side is not malicious, that is, the heads-up was not intentionally misleading.

However, for some reason he or they chose to inform you, and you are now privy of information that puts you in a privileged but awkward spot. That position reminds me of the seer in the role play game of Werewolf. In this game, the seer secretly gains information about other players and must use this secret information to influence the game without giving away his role.

That is what you could do. Try to raise awareness among your superior(s) about the possibility that the relations with that customer might change in a certain way, without telling them that you heard that from your conversation partner. Along the lines of "you know, company xy seems really pleased with our products, do you think they might want to increase the volume in the future?" Preferably in an informal setting, like at the coffee machine, or if you work remote, as a remark in a meeting scheduled for something else.

If your manager asks why you think that, it would be nice to have a few possible indicators at hand. Perhaps you can find some, now that you know where to look: An increasing impatience (or reluctance) to pick up the orders, signs of an increasing (or declining) business activity on their end, like new hires, new contracts or other publicly available information.

This way you have perfect deniability ("I did not tell anybody about our conversation") while still acting on the information you got. At the same time you cannot be made responsible on your side for any action taken if the heads-up turned out to be wrong: You only used information that was available to you — like their behavior and other data — to discuss possible scenarios. All responsibility for any action taken by your management rests with them.

1

This is classic conflict of interest, as others have said. Depending on how well organised the company you work for is, there could even be a procedure for how to deal with this, speak to your line manager.

Depending on the terms of your employment contract / the B2B contract / laws in your country you very likely primarily represent your employer and not your client. In the event of a conflict of interest your employer comes first.

EDIT based on comments:

To clarify, this is a conflict of interest between the two companies. There is no conflict of interest for the OP as they will not have any personal material gain by knowing the information, notwithstanding using it to setup their own business and gain a commercial advantage, but this is not an avenue being explored afaik.

Conflicts of interest are likely handled in the contract depending on how organised/large the companies are. There could be a clause on how to handle this.

Businesses do not like surprises, OP could sort this out ASAP buy just being open with the situation. Businesses also do not like having clients that want to leave anyway - if they want to go the best thing to do is let them go - then everyone can move on.

Yes, the company could have idiots but that (sadly) it is not a reason to not inform them.

12
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    So you are saying "tell your employer, get the several million spent" and then get fired...
    – Solar Mike
    Jan 6, 2023 at 10:06
  • 2
    @SolarMike No, I think he's saying "tell your employer that the client told you a secret and ask how to deal with that." The employer may then either ask you to tell them what the secret is, or tell you to keep it secret, or do something else.
    – towr
    Jan 6, 2023 at 12:44
  • 2
    How is this a conflict of interest? Whose interests are in conflict here? Jan 6, 2023 at 13:13
  • 3
    @GregoryCurrie: The client's and the employer's interests clearly conflict here: the client does not want the OP's employer to know something that it would be in the employer's interest to know. The OP is caught in the middle here and, reasonably or not, seems to want to please both parties, which they cannot do: telling their employer is against the client's interests, while not telling is against the employer's interests. Hence, conflict. Jan 6, 2023 at 18:00
  • 2
    The term "conflict of interest" refers to when an employee has to decide whether to act in their own interest, or the interest of their employer. I don't see that potential here. The employee has two different courses of action, they have to decide which one is most beneficial to their employer. Jan 7, 2023 at 2:26
-2

The client might increase or decrease your contract.

There is (always) a chance your company might be able to influence that decision (without breaching the confidentiality).

How can depriving your company of the opportunity of acting on this information possibly be the correct decision?

Not telling hurts your company. The relationship you have with your client is a business asset. You have it because of your work, not because of your hobby or whatever. Whatever comes from it is a company asset.

Your client should know that and has asked something of you that they should know you can't give. That's unfair, nothing else. They should know that you will have to tell.

And you should! Don't keep something that's not yours. This information has value and it's not yours. Just because you can't turn this value into money yourself doesn't change anything.

If your client had given you a million dollars and told you not to tell your boss, would you consider just throwing it away a good deal?

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    You completely failed to consider that blabbing the client's secrets could result in losing the existing contract. "This information has value and is not yours" is exactly why the client requires you not to talk about it.
    – Ben Voigt
    Jan 7, 2023 at 20:26
  • 1
    @BenVoigt only in a world where you don't trust your manager to keep the secret. If course, everyone around here is the most intelligent person at their workplace, so, yeah ...
    – DonQuiKong
    Jan 8, 2023 at 21:03

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