💡 Plain English Explanation

The Pricing Information Protection clause addresses one of the most competitively sensitive categories of retail data: wholesale costs, markup structures, promotional pricing strategies, and margin calculations. In the retail industry, pricing information can make or break competitive positioning, and its disclosure to competitors can cause immediate and quantifiable harm.

Unlike general confidential information, pricing data has unique characteristics. It changes frequently, it has a defined shelf life (last year's pricing may be less sensitive), and it often exists in multiple formats from spreadsheets to ERP systems to verbal communications with buyers. A well-drafted clause must address these realities.

This clause typically addresses:

⚠ Why This Clause Matters in Retail

For the Retailer (Disclosing Party): Your pricing strategy is your competitive moat. Wholesale costs reveal your supplier relationships; margin data shows where you make money; promotional calendars telegraph your sales strategy. Disclosure to a competitor or to a vendor who works with competitors can undermine months of strategic planning and negotiation.

For the Vendor/Partner (Receiving Party): You may need pricing information to perform legitimate services such as analytics, inventory planning, or technology integration. However, you need clear boundaries on what you can do with this information, particularly if you serve multiple retailers in the same market. Overly broad restrictions could prevent you from doing your job or serving other clients.

Antitrust Considerations: Sharing pricing information between competitors can raise serious antitrust concerns. Your clause should include provisions ensuring that pricing data is not shared with or used to benefit the disclosing party's competitors, protecting both parties from potential legal exposure.

📄 Clause Versions

Balanced Version: Provides strong protection for current pricing information while allowing reasonable use for the intended purpose. Includes clear categories and acknowledges the time-sensitive nature of pricing data. 
"Pricing Information" means non-public information relating to the Disclosing Party's pricing practices, including without limitation:

(a) wholesale costs, landed costs, and cost-of-goods-sold calculations;
(b) retail pricing, including regular prices, sale prices, and clearance pricing;
(c) markup percentages, margin targets, and profitability analysis by product, category, or channel;
(d) volume discount structures, rebate arrangements, and promotional allowances;
(e) promotional calendars, markdown strategies, and price optimization models;
(f) competitor price monitoring data and price matching policies; and
(g) pricing algorithms, dynamic pricing rules, and automated repricing parameters.

The Receiving Party acknowledges that Pricing Information constitutes highly sensitive trade secrets and agrees to:

(i) use Pricing Information solely for the Purpose defined in this Agreement and not for any competitive analysis, benchmarking, or pricing decisions for the benefit of any third party;
(ii) restrict access to Pricing Information to employees and contractors who have a specific need to access such information to fulfill obligations under this Agreement;
(iii) implement access controls and logging mechanisms to track who accesses Pricing Information;
(iv) not disclose Pricing Information to any competitor of the Disclosing Party or to any entity that provides services to the Disclosing Party's competitors; and
(v) notify the Disclosing Party immediately if the Receiving Party believes Pricing Information may have been accessed by unauthorized parties.

Pricing Information that is more than twenty-four (24) months old shall continue to be treated as Confidential Information but may be subject to reduced security measures as agreed by the parties in writing.
Disclosing Party Favor: Maximum protection for all pricing data with perpetual confidentiality for strategic information, strict access controls, and prohibition on serving competitors while in possession of pricing data. 
"Pricing Information" means all information, data, documents, and materials relating to or revealing the Disclosing Party's pricing, costs, margins, or financial performance at any level of granularity, including without limitation:

(a) all wholesale, distributor, and supplier pricing, including invoice prices, negotiated discounts, volume rebates, promotional allowances, freight terms, and payment terms;
(b) all retail pricing strategies, including everyday pricing, promotional pricing, clearance strategies, price zones, and channel-specific pricing;
(c) all margin and profitability data, including gross margin, contribution margin, EBITDA by category, and store-level profitability;
(d) all markdown strategies, price optimization models, and demand elasticity data;
(e) all competitive intelligence regarding pricing, including price monitoring data, competitive price indices, and market share estimates;
(f) all pricing technology and systems, including pricing algorithms, AI/ML models for price optimization, and automated repricing rules;
(g) all vendor negotiation strategies, target pricing, and procurement roadmaps; and
(h) any information from which any of the foregoing could be derived or calculated.

The Receiving Party acknowledges that Pricing Information constitutes the Disclosing Party's most valuable trade secrets, the disclosure of which would cause immediate and irreparable competitive harm. The Receiving Party agrees to:

(i) treat all Pricing Information with the highest level of confidentiality and implement security measures exceeding those used for other Confidential Information;
(ii) access Pricing Information only through secure, auditable systems approved in advance by the Disclosing Party;
(iii) maintain a written log of all individuals who access Pricing Information and provide such log to the Disclosing Party upon request;
(iv) not retain any copies of Pricing Information beyond the minimum period necessary to perform the Purpose;
(v) not provide any services to any Direct Competitor (as defined below) of the Disclosing Party during the term of this Agreement and for a period of twelve (12) months thereafter;
(vi) immediately notify the Disclosing Party of any request or demand for Pricing Information by any third party, including subpoenas or government inquiries; and
(vii) indemnify the Disclosing Party for all damages, including lost profits and lost competitive advantage, resulting from any unauthorized disclosure of Pricing Information.

"Direct Competitor" means any entity that derives more than ten percent (10%) of its revenue from the sale of products or services that are substantially similar to those sold by the Disclosing Party in the same geographic markets.

Confidentiality obligations for Pricing Information shall survive termination of this Agreement indefinitely for strategic pricing information and for a minimum of five (5) years for transactional pricing data.
Receiving Party Favor: Defines pricing information narrowly to specific documented disclosures, allows continued service to other retail clients, and includes reasonable time limitations on confidentiality obligations. 
"Pricing Information" means only the specific pricing data that is:

(a) provided by the Disclosing Party in written or electronic form;
(b) clearly marked as "Confidential Pricing Information" at the time of disclosure; and
(c) directly relevant to the Purpose of this Agreement.

Pricing Information includes wholesale cost data, retail pricing files, and margin reports that meet all of the above criteria.

For clarity, Pricing Information does not include:
(i) publicly available retail prices, including prices displayed in stores, on websites, or in advertisements;
(ii) general industry pricing trends or benchmarks available from third-party sources;
(iii) pricing information that the Receiving Party independently develops or obtains from other sources without breach of any confidentiality obligation;
(iv) aggregated or anonymized data that does not identify the Disclosing Party or its specific pricing; or
(v) historical pricing data that is more than twelve (12) months old at the time of disclosure.

The Receiving Party shall use commercially reasonable measures to protect Pricing Information, consistent with how it protects its own confidential business information of similar nature.

The Disclosing Party acknowledges that the Receiving Party provides services to multiple retail clients and that such service does not constitute a breach of this Agreement, provided that the Receiving Party:
(i) does not directly disclose the Disclosing Party's Pricing Information to other clients;
(ii) maintains reasonable information barriers between client engagement teams; and
(iii) does not use the Disclosing Party's specific Pricing Information to provide pricing recommendations to competitors.

The Receiving Party may develop and use general knowledge, skills, experience, and know-how gained during the engagement, including familiarity with general retail pricing practices and industry norms.

Confidentiality obligations for Pricing Information shall expire twenty-four (24) months after the date of disclosure or upon termination of this Agreement, whichever is later.

💬 Key Considerations for Retail