CONFIDENTIALITY AGREEMENT

Exhibit 99.2

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is made as of the 1^st day of August, 2005 by and between SOURCECORP, Incorporated (“SOURCECORP”) and JANA Partners LLC (“JANA”, and together with SOURCECORP, the “Parties”).

1.             Background.  SOURCECORP is prepared to furnish to JANA and to JANA’s directors, officers, members, employees and agents, as applicable (collectively, “Representatives”), certain of its confidential or proprietary information.  The Parties are entering into this Agreement in order to assure the confidentiality of the Confidential Information (as defined below) in accordance with the terms of this Agreement.

2.             Confidential Information.  As used in this Agreement, the term “Confidential Information” shall mean all information and data of SOURCECORP or any of its affiliates furnished to JANA or any of its Representatives pursuant to this Agreement by or on behalf of SOURCECORP, but does not include information that (i) was known by JANA or available to the public prior to the time of its disclosure, (ii) becomes available to the public through no act or omission of JANA or (iii) becomes available to JANA from a third party not known by JANA to be under any obligation of confidentiality to SOURCECORP with respect thereto.  In addition, the term “Confidential Information” shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by JANA or its Representatives that contain, reflect or are based upon, in whole or in part, or recollections or memorizations of, any Confidential Information furnished to JANA or its Representatives pursuant hereto.

3.             Use and Disclosure of Confidential Information.  JANA and its Representatives shall use the Confidential Information only with respect to evaluating JANA’s investment in SOURCECORP, including to provide feedback to a JANA designee appointed to the board of directors of SOURCECORP (the “Board”) in his capacity as a member of the Board.  The Confidential Information shall not be used or exploited for any other purpose without the prior written consent of SOURCECORP.  JANA and its Representatives shall hold in strict confidence, and shall not use or disclose any Confidential Information, except as is required by law in the written legal opinion, provided to JANA, of JANA’s outside counsel (it being agreed that such exception shall not permit JANA to disclose Confidential Information otherwise in violation of this Agreement merely by virtue of its desire to trade in SOURCECORP securities).  JANA shall provide a copy of such opinion to SOURCECORP upon request.  In the event of any such disclosure pursuant to court order or governmental request, JANA will provide SOURCECORP with reasonable prior written notice so that SOURCECORP may seek a protective order or other appropriate remedy, and JANA shall exercise reasonable best efforts to assist SOURCECORP at SOURCECORP’s expense in obtaining such order or remedy.  JANA shall disclose Confidential Information to its Representatives only on a need to know basis for the purpose specified herein.  In any event, JANA shall be responsible for any breach of this Agreement by any of its Representatives, and agrees, at its sole expense, to use reasonable best efforts to safeguard the Confidential Information and restrain its Representatives from any prohibited or unauthorized disclosure or use of the Confidential Information.  In addition, JANA hereby acknowledges that the federal securities laws, including Regulation FD thereof, may impose restrictions on its ability to purchase, sell, trade or otherwise transfer securities of SOURCECORP until such time as the material, non-public information provided by SOURCECORP to JANA becomes publicly available or is no longer material and JANA further agrees hereby to comply with all such restrictions.  Nothing herein shall prevent a JANA designee appointed to the Board from using Confidential Information in his capacity as a member of the Board.  Nothing herein shall restrict communications between JANA and a JANA designee appointed to the Board, and no such communication shall be deemed a violation of SOURCECORP’s policies applicable to its directors.