Let’s Talk About Confidentiality and NDAs in Foundations

An overlooked research question in philanthropic governance.

I’ve come to use this space as something of a research journal, a place to record questions that arise alongside my work on philanthropy and foundation professionals. Ideas have a way of appearing briefly and then vanishing if they aren’t written down. This one has surfaced several times in recent months, and each time I’ve let it pass. So I’m writing it down here before I forget it again.

The Signature

Early in my career, I signed a confidentiality and IP agreement to work at a foundation. Reading it back now, I realize I’ve probably signed one at every job.

At the time, I had only a limited understanding of philanthropic foundations as institutions. I had entered the sector from another path and was still learning its language, structures, and norms. The documents appeared among the routine onboarding documents.

I signed the agreement without giving it particular thought. It seemed reasonable that there would be things not for sharing.

What I could not yet appreciate was how much I would come to learn inside that institution: about the internal workings of philanthropy, about governance and decision-making, and about the complex relationships between foundations, nonprofits, and communities.

I call this my Alice in Wonderland moment. Alice drank from the “Drink Me” bottle to get through the door. I signed.

Nor did I fully understand how confidentiality might shape the boundaries of what could be discussed publicly about that work. Blogs were around, but the idea that I might one day write about philanthropy in newspapers, magazines, or public platforms was simply not in the ether.

You don’t know what you don’t know.

The Long Way Around

It was only much later, during my PhD, that the connection occurred to me.

At some point in the research process, while writing about foundation professionals and their roles inside philanthropic institutions, I had a sudden realization: I had spent the better part of sixteen years trying to understand, process, and WRITE ABOUT my own experience working inside a foundation.

The thought was surprising enough that I eventually included it, briefly, in the dissertation's acknowledgements.

So instead of writing about the experience directly, I approached it differently. I studied the field.

Governance and Professional Norms

Philanthropic institutions operate through trust.

Donors trust foundations to steward resources responsibly. Grantees trust funders with sensitive organizational information. Staff are entrusted with strategic knowledge and relational insight.

Governance tools such as nondisclosure agreements, confidentiality provisions, and conflict-of-interest policies exist to protect that trust.

At the same time, these instruments also shape professional norms. They define boundaries between internal and external dialogue. They influence how foundation staff understand their professional voice within the wider field.

Yet these tools themselves are rarely the subject of sector discussion. They exist as part of the background architecture of philanthropic institutions.

Why the Question Matters

Part of what brought this question back to mind recently was reading a response published by Philanthropy Women to Bill Gates’ apology to staff at the Gates Foundation. The article reflects on the implications of the apology for workplace culture and governance within philanthropic institutions. Rather than focusing only on reputational damage, it considers what such moments mean for the people working inside foundations and for the organizational environments in which they operate.

Reading the piece, I thought about confidentiality and how it operates in situations like this. When leadership decisions or relationships create discomfort within an institution, the experience is often navigated internally by staff who are themselves operating within norms of discretion.

Of course, the dynamics of confidentiality and organizational silence exist in corporations and many other institutional settings. The difference here is I think philanthropic foundations and their governance structures, their professional norms, and the environments in which foundation staff carry out their work are special, important, and different? (A dangerous pedestal moment here…)

And It Shows Up in Conflict of Interest

A related tension appears in conversations about conflict-of-interest (COI) policies in philanthropy.

A recent article in The Philanthropist examined COI policies through Indigenous governance perspectives, questioning the assumption, common in many Western institutional frameworks, that relationships inherently create risk. In these frameworks, proximity is treated as a potential source of bias and kinship as a possible conflict that must be disclosed or managed.

Yet in many Indigenous governance traditions, relationships function differently. They are not a problem to be minimized but a foundation of accountability and responsibility.

Reading that argument, I found myself thinking again about the governance instruments that shape philanthropic institutions more broadly. Conflict-of-interest rules, confidentiality agreements, and nondisclosure provisions all belong to the same family of tools. They are designed to manage risk, protect institutions, and define the boundaries of appropriate conduct.

They serve important purposes. But they also reveal something about how institutions understand trust, relationships, and exposure.

The Question I Somehow Never Asked

And this is where the realization becomes slightly uncomfortable for a researcher. For more than a decade, I have studied foundation professionals: roles, authority, and the institutional environments in which they work.

Yet I have never asked a basic question that now seems obvious:

• How many foundation staff have signed confidentiality or nondisclosure agreements? How has it impacted their behaviour?

When the thought first occurred to me, it had the quality of a genuine palm-to-my-face moment. The question seems so obvious in retrospect that it is slightly uncomfortable to realize it has never been part of my research design.

But that is precisely why I am writing it down here. So this is the note to myself.

For a field that increasingly emphasizes transparency, shared learning, and relationships, it’s a question worth asking.

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