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Outsourcing contract reviews? Protect your clients’ personal information first

By Shevonne Linton

Shevonne Linton (slinton2@stu.edu) is a JD candidate at St. Thomas University School of Law based in Miramar, Florida, USA.

When a company has to review or update existing contracts, the cost-effective norm has been to outsource work to other countries. Outsourcing is defined as ‘‘the practice of taking a specific task or function previously performed within a firm or entity and, for reasons including cost and efficiency, having it performed by an outside service provider.”[1] There are certain risks that can be created by outsourcing contract review to some vendors, especially outside the country/jurisdiction. When partaking in this practice, many companies and firms fail to consider confidentiality issues, data residency, American Bar Association (ABA) rules, and data protection laws such as the General Data Protection Regulation (GDPR).

Data protection legislation oversees the control of data and outlines the parameters in safeguarding personal identifiable information (PII). PII is defined as “information: (i) that directly identifies an individual (e.g., name, address, social security number or other identifying number or code, telephone number, email address, etc.) or (ii) by which an agency intends to identify specific individuals in conjunction with other data elements, i.e., indirect identification.”[2] Outsourced contracts often contain PII, and without proper authorization or vetting of third parties, you can subject yourself to a confidentiality breach or violation of data privacy laws.

PII has become more accessible, and when a few identifying factors are compromised, it can subject someone to irreparable harm. Companies are responsible for handling their client’s information, so if the client has a multimillion-dollar contract or is handling common personal injury agreements, there is a duty to safeguard PII.[3]

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