In procurement settings, both buyers and sellers routinely use electronic documents within their respective organizations to collaborate on negotiation positions and strategies.  Once finalized, these same electronic documents are frequently sent to the other party in furtherance of the procurement.  For example, a buyer may use a Microsoft Word contract template to gather input from internal stakeholders on initial and fall-back negotiation positions.  These stakeholders provide input in the form of "redlines" (called "track changes" in Word) and electronic comments.  After all of the stakeholder input is reconciled, the buyer accepts the redlines, deletes any comments not intended to be seen by the seller, and then e-mails the electronic document to the seller.

Normally, as the next step in negotiations, a seller would review the buyer's document and develop a response to the buyer's offer.  Some sellers add an extra step:  after receiving the buyer's document, they run it through their "metadata" mining tool.  These tools, cheaply and readily available on the Internet, reveal a document's revision history and all of the comments previously deleted.  Sometimes, the "extra step" exposes a buyer's negotiation position and strategies to the seller.

Metadata is basically "data about data."  In the context of Microsoft Word, metadata describes characteristics of a document such as size, date created or modified, word count, and past revisions and comments.  In other words, when a user makes redlines or inserts comments which are later accepted or deleted, the detail of those changes are maintained (but are not obviously visible in the document) as metadata.  Special tools, called metadata mining tools, can be used to then reveal the "invisible" metadata contained in a document.

In the legal profession, the issue of metadata is a hot ethical debate.  Some jurisdictions take a strong stance and say that it is unethical to mine documents for metadata and that it is a breach of a lawyer's ethical obligations to send a document which reveals—via metadata—a client's confidential information to a non-privileged party.  Other jurisdictions take a wholly contrary position.

Forget the ethical debate for a moment and first think about not becoming a "victim" to a metadata mining tool.  Similar to metadata mining tools, there are metadata scrubbing tools cheaply and readily available on the Internet.  These tools typically provide the user with an option to truly delete certain types of metadata (such as previously deleted comments) from a document and to keep other, innocuous types of metadata.  Fortunately, Microsoft Office 2007 includes a metadata scrubbing tool called "Document Inspector" that helps to protect users from metadata miners.  More about Document Inspector can be found here.

Now, the ethics...  Is it ethical for a buyer to use a metadata mining tool for the purpose of exposing a seller's metadata to advantage the buyer and disadvantage the seller?  The Institute for Supply Management Principles and Standards of Ethical Supply Management Conduct states that a buyer "Accept no confidential or proprietary information unless you have the
right and need to use it."  While not directly on-point, this guideline can be creatively extended to address the ethical issue of metadata in a procurement context.  When a seller mistakenly or unknowingly sends a document containing metadata to a buyer and the metadata describes information that the seller intended to not be revealed, that information, by way of the seller's intent, is confidential and proprietary.  While a buyer may have a "need to use" that information to his or her advantage, the buyer does not necessarily have the "right" to use the information.

I believe that the best course of action for procurement professionals is to not use a metadata mining tool, and, if a procurement professional has any reason to believe that a document sent by a seller contains metadata confidential or proprietary to the seller, the procurement professional should advise the seller to use a metadata scrubbing tool.