問52
頻出度★★☆
新たに考案したアルゴリズムを用いた画像処理のプログラミング作業を, 外部ベンダに委託することにした。情報の取扱いについて厳格に管理することを促すために契約書に盛り込む項目として, 適切なものはどれか。
平成24年度 秋期 ITパスポート試験 問52
ストラテジ系システム企画 › 調達計画・実施
This question's explanation and your answers so far.
解説
問 52
Incorrectア
Maintenance structure after development is the item that settles the service content of the operation phase — how failures are handled after the system is delivered, the contact point for inquiries, and with what staff, in what hours, and by what procedures repairs and updates are carried out. It is important for maintaining quality over the long term, but what it covers is how work proceeds after delivery, not how the information disclosed during the outsourcing is to be managed. It therefore cannot be the item that urges strict management of information.
Incorrectイ
A development organization chart shows in diagram form the makeup of the vendor's project manager and staff, the chain of command, the contact point with one's own company, and so on; it is the item for making clear who works in which role. It can serve as material for confirming that the work structure is appropriate, but what it shows is no more than the structure of the organization, and it does not impose on the other party management duties such as the scope of use of confidential information or a ban on disclosure. It has no effect of securing information management as a contractual obligation.
Incorrectウ
Performance guarantee of the entire system is a quality-side agreement that makes the vendor promise to meet performance requirements such as response time, the number of transactions processed, and the number of concurrent users. It is the item that assures whether the deliverable stands up to practical use, and it deals with performance — a viewpoint different from confidentiality. It contains no obligation whatsoever regarding the handling of information, so it does not match the purpose of this question.
- エ
正解 The correct answer is エ, Confidentiality (non-disclosure). When the programming work is outsourced to an external vendor, the company has no choice but to disclose its core know-how (a trade secret) — the newly devised algorithm — in the form of specifications, source code, and test data. What is written into the contract in order to urge the vendor to manage this disclosed information strictly is the clause on confidentiality (when it is drawn up as a separate contract, it is called a non-disclosure agreement, or NDA). A confidentiality clause generally sets out: (1) the scope of what counts as confidential information; (2) a ban on use for any purpose other than carrying out the outsourced work, that is, a ban on use outside the agreed purpose; (3) a ban on disclosure or leakage to third parties, together with a duty to let only those employees who need it for the work see it; (4) imposing equivalent obligations on the subcontractor when subcontracting is allowed; (5) return or deletion of the confidential information when the contract ends; (6) survival of the obligations for a certain period after the contract ends; and (7) damages and termination of the contract in the event of a breach. Stating these clearly in the contract imposes information management on the vendor as a legal obligation, and also secures the grounds for pursuing liability should a leak occur. In addition, seen from the company's own side, the fact that the information was managed as a secret becomes material supporting “secrecy management”, one of the requirements for a trade secret under the Unfair Competition Prevention Act. Therefore エ is the appropriate item to include for the purpose of having information handled under strict management.
ここがポイント
- When outsourcing requires disclosing your company's trade secrets or know-how, the contract item that imposes information management on the vendor is confidentiality (a confidentiality agreement, NDA). Typically it defines the scope of confidential information, a ban on use outside the agreed purpose, a ban on disclosure to third parties, equivalent obligations for subcontractors, return or deletion when the contract ends, the survival period after the contract ends, and damages in the event of a breach.
- Memorize the items of an outsourcing contract by separating them by purpose: the maintenance structure is operation after delivery, the development organization chart is staffing and the division of responsibility, the performance guarantee is quality requirements, and confidentiality secures the secrecy of information. Once you identify whether what the question wants to protect is information, quality, or structure, you can narrow the choices down to exactly one.
用語