From a vendor standpoint, confidentiality obligations should align with existing security programs and certifications. Language like "commercially reasonable safeguards" or reference to established controls (SOC 2, ISO 27001) gives both sides a benchmark. Open-ended commitments to prevent "any unauthorized access" set an impossible standard and are hard to insure.
Vendors also prefer limits on notification and cooperation duties after an incident so they can coordinate responses efficiently. Buyers value timely notice and transparency, but both sides benefit from realistic timelines and a focus on material incidents rather than every minor event.
Operational clarity—who is notified, how quickly, and what cooperation looks like—keeps response plans executable instead of aspirational.
THIS IS NOT LEGAL ADVICE.