requested service agreement

[richard]

We were just hired by an employer to provide consulting sevices (document, testing, etc) to a 401k plan. They are investing their assets with MFS, where each participant will have an individual account. MFS will be responsible for receiving, processing and maintaining records of employee contributions and accounts. Pretty standard stuff.

MFS wants to have a service agreement signed between us and them (even though we don't work for them or get paid by them). Perhaps, it might be a condition of us being allowed to view electronically the employee/employer accounts.

The service agreement requires information that we consider proprietary and confidential. It does delineate (somewhat) which organization is responsible for what functions -- which we would clarify with the client anyway -- that's OK. However, the service agreement in addition asks for things that a prospect/client might ask (fee structure, number of clients, references, ownership structure, etc.), and confidential information, and they are not the prospect/client.

What's going on? What is the experience of you folks out there? We work with other investment firms and haven't seen this before. Have you? What do you do?