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Are these normal conditions for a contact?
Thread poster: Steffen Pollex
Steffen Pollex  Identity Verified
Local time: 14:32
English to German
+ ...
Nov 28, 2004

Dear fellows,

these days, I had been asked by a potential client to sign mn a contract for cooperation that, i.a., contains the following:

1."Ownership of Inventions and Copyrights. Every invention, improvement or discovery
(each called an "Invention"), whether patentable or not, conceived or first reduced to
practice, and every writing, including computer programs, or other work subject to
copyright registration (each called a "Copyright Work") conceived or first reduced to
practice during or from performance of a Company project for a Client shall belong to
the Client. Subcontractor acknowledges that any Copyright Work is done for hire for
the Client. Subcontractor agrees that he/she shall provide the Client with all written
material, specifications, drawings, designs, computer programs and other property,
whether tangible or intangible, which arises out of or results from his/her performance
of any project for Client under this Agreement and that all proprietary rights to such
materials shall belong to the Client. Subcontractor further asserts that he/she shall
promptly disclose to the Client, in writing, all information concerning each Invention
and Copyright Work in such detail as Client may request as necessary to permit the
Client to understand such Invention and Copyright Work and permit the Client without
the exercise of further inventive skill to practice the procedures employed and observe
the results achieved. Such disclosure will be received in complete confidence."

2. Company Client Relationship. The parties recognize that the Company will introduce the
Subcontractor to Clients and potential Clients with whom the Subcontractor might not
otherwise have a chance to meet. To protect the Company's investment in its marketing
and business development efforts to obtain those Clients and potential Clients, the
Subcontractor agrees that the Subcontractor will not work for the Company's Clients or
potential Clients to whom Subcontractor is introduced or assigned by the Company for a
period of one year following such introduction or assignment unless approved in writing
by the General Manager of the Company. In the event the Subcontractor works for a
Company Client or potential Client in violation of this Section, the Subcontractor hereby
agrees to pay Company damages equal to Company's then standard placement fee for
placements of persons in similar positions. For purposes of this Section, working for a
Client or potential Client includes services as an employee, independent contractor,
contingent employee, job shopper, officer, partner, joint venturer, director, owner, or any similar relationship."

Since I have naver signed any contracts or agreements since started working as a translator, my fear is now to get tricked and limited in my job opportunities when signning such kind of agreement.

Therefore, I would like to ask for the input of more experienced fellow translators. Would you sign this?

Thanks in advance

Steffen


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Marijke Singer  Identity Verified
United Kingdom
Local time: 13:32
Dutch to English
+ ...
First clause is OK, second clause is a bit iffy Nov 28, 2004

The first clause seems to be OK. Anything you receive and 'produce' based on the information received will remain/be the property of the company.

The second clause is restrictive and unfair. Basically you are not allowed to contact the end customer (this is standard practice and fair enough) but should the end customer contact you (i.e. without you trying to get business from them in any way), you are also supposed to turn them away. This is not fair to you or the end customer of the company. The problem is that you will be physically there (I assume) and the end customer will only know about you through the company (middleman) so it is tricky.

They do, however, say that you can write to the General Manager of the Company for approval to work for the end customer directly. Maybe you could ask how often approval has been sought in the past and how often it has been granted before you sign.

The imposed penalty (in the event the Subcontractor works for a Company Client or potential Client in violation of this Section, the Subcontractor hereby agrees to pay Company damages equal to Company's then standard placement fee for placements of persons in similar positions) seems to be quite reasonable and, in theory, will ensure you do not undercut their price or that the company loses its customer. If the end customer contacts you, you will have to charge your rate plus the placement fee. Maybe you should ask the company what their standard placement fee is.


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xxxinkamaria  Identity Verified
Local time: 14:32
English to German
+ ...
signing any contract Nov 28, 2004

is it a big company or a one-man-show? the legal terms are not so unusual, i have seen these before and would not mind signing them.

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Andy Lemminger  Identity Verified
Canada
Local time: 06:32
Member (2002)
English to German
naja Nov 28, 2004

Beide sind bei dieser Agentur üblich, die erkenne ich wieder. Die erste hatte ich kurzerhand durchgestrichen, denn wenn ich Erfindungen während eines Jobs mache, ist das meine Sache. War auch kein Problem.
Copyright ist andererseits natürlich in Ordnung, das müssen sie schon so machen.
Part 2 finde ich in Ordnung, denn die Klausel ist ja nur auf ein Jahr beschränkt. Das halte ich für sehr fair.

Viele Grüße

Andreas


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Edwal Rospigliosi  Identity Verified
Spain
Local time: 14:32
English to Spanish
+ ...
Don't sign it. Nov 28, 2004


"Clients and potential Clients"


Have you thought what would happen if they ask you to meet the client, let's say, at a Convention or a Trade Fair or similar? You would be surrendering your right to work for EVERYBODY in that branch of the industry, since all of them fall into the "potential clients" category.

That second paragraph could be, at worst, the death of your translator career.

Be very, very careful.

Regards

Edwal


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Daniele Martoglio  Identity Verified
Local time: 14:32
Polish to Italian
+ ...
Never sing ANY contract Nov 28, 2004

..and u'll live happy. Why u should sing a contract?
It's enough people ready to give u jobs without
signing stupid contract: 99% they are OK.
On the other side, there are people which want your
signature: 99% they are BAD PEOPLE.

This is my experience. Empirical experience.
Better lost a suspect client today, than have
problem many many months or year, or simply,
then going to sleep thinking "may be tomorrow i'll
have problem for my signature..."

Daniele


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shfranke  Identity Verified
United States
Local time: 05:32
English to Arabic
+ ...
Agree with Daniele Martoglio. Don't touch that sort of firm Nov 29, 2004

Greetings.

I agree fully with Daniele Martoglio and his good advice.

Long and short of such a situation: don't touch that sort of firm.

That firm follows a very flaky and shaky, if not illegal, set of business practices in requiring your compliance and signature to such a restrictive instrument. They win; you lose.

Hope this helps.

Regards,

Stephen H. Franke
(English Arabic,
Kurdish, and Farsi)
San Pedro, California


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Aleksandr Okunev
Local time: 16:32
English to Russian
Q&A Nov 29, 2004

Marijke, please, elaborate. I am puzzled: earlier this year I did a huge job translating Latex format files, a kind of tagged plain text files for which there is no filter. A colleague gave me some advice on recording a macro which would facilitate the translation and ensure 100% accuracy. I was able to do it and the results were just fine. Now I am trying to polish the macro to make it easily customizable and then I will post it somewhere for everyone's free use.
Now, if I understand you correctly, if I had clause No.1 signed between my client and me, I would have to surrender the macro (many hours of thought and work) to him for free and stop using it myself, because it is through that client that I came to be aware of Latex at all. Same about glossaries, TM, everything Sounds a bit illogical to me, I even doubt I get its meaning correctly.

Daniele, I would not provide figures, but in general I agree with you: no contract can ensure your safety. I was in apparel and tyre business for a few years and very often, if not always, relied upon the impression the new partner made on me, it's not the fine art of reading someone's mind, just common sense judgement. With most of the clients I only needed a contract to take the goods through the customs. On the other hand, I do remember a couple of perfect contracts at the beginning of my career, with which I ended up losing a lot of cash to the rats who aimed for it from the very beginning. With most of my clients I do not sign any contracts (I do some *extremely* sensitive docs).

Steffen, I agree with the imaginary situation with a World Trade Fair, however, if the opposite party is stupid enough to apply this limitation to you, you can ask me or whoever and this person will be an intermediary, effectively isolating you from the multitude of the potential clients.

best
Alex


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Steffen Pollex  Identity Verified
Local time: 14:32
English to German
+ ...
TOPIC STARTER
Thanks to all of you.... Nov 29, 2004

...for your contributions. Now I have something to think of. Probably, I will let the client go.

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Anjo Sterringa  Identity Verified
Spain
Local time: 14:32
Member (2003)
English to Dutch
+ ...
No problem Nov 29, 2004

I am a bit surprised by the reactions of my fellow translators. These are very normal conditions for freelancers in any field, e.g. a freelance consultant, translator, engineer.

First - their (client's) copyright is their copyright, and your translation is part of their copyright. OK, that is normal. The fact that you're not allowed to work for the end client directly is also normal - a period of one year only is quite reasonable. And if the client wants to work with you directly they pay a placement fee.

Clauses I have difficulty with (and tend to cross out) have to do with a translator not being allowed to keep copies of his work (ridiculous!) for copyright reasons, or liability clauses that make you wonder which liability is part of the agency's responsibility (the liability should be no more than the value of the job/project you are doing with a specified maximum amount).

Anjo Sterringa


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xxxMarc P  Identity Verified
Local time: 14:32
German to English
+ ...
Absurd Nov 29, 2004

Steffen Pollex wrote:

Every invention, improvement or discovery (...) including computer programs (...) conceived or first reduced to
practice during or from performance of a Company project (...)shall belong to the Client.


This is absurd. This customer clearly doesn't understand the difference between a company employee and an independent professional. The same is evidently true of a great many freelance translators.

Marc


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Stephanie Wloch  Identity Verified
Germany
Local time: 14:32
Member (2003)
Dutch to German
Why not writing a Howto Nov 29, 2004

MarcPrior wrote:
This customer clearly doesn't understand the difference between a company employee and an independent professional. The same is evidently true of a great many freelance translators.
Marc

Hi Marc! What do you think about writing a Howto?

The difference between a company employee and an independent professional.

I think a lot of people - not only me - would really appreciate that.

Stephanie

[Edited at 2004-11-29 13:07]


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Edwal Rospigliosi  Identity Verified
Spain
Local time: 14:32
English to Spanish
+ ...
Let's understand this Nov 29, 2004

anjoboira wrote:

First - their (client's) copyright is their copyright, and your translation is part of their copyright. OK, that is normal.


Not part, but their only copyright. They have the right to the final product, meaning the translation. The tools you used, or developed, to make that final product are yours, unless the client gave them to you.


The fact that you're not allowed to work for the end client directly is also normal - a period of one year only is quite reasonable.


I have no problems with the "client" part, but with the "potential client" part. Look at this way, if that agency runs a TV ad, then everybody in the whole country who owns a TV becomes its "potential client".


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xxxMarc P  Identity Verified
Local time: 14:32
German to English
+ ...
Are these normal conditions for a contact? Nov 29, 2004

Stephanie,

I shall give it serious consideration.

Marc


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Aleksandr Okunev
Local time: 16:32
English to Russian
Exactly my point, Edwal Nov 29, 2004

The tools you used, or developed, to make that final product are yours, unless the client gave them to you.


I hope thay do not regardr the chair height you set while doing the job as their copyright.

I have no problems with the "client" part, but with the "potential client" part.


Seconded.

P.S. I once got into a discussion with MS and they sent me an agreement. The MS one was milder I'd say.


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