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Agencies and impossible to sign NDAs
Thread poster: Niels Stephan
Niels Stephan  Identity Verified
Germany
Local time: 17:47
Member (2009)
English to German
Mar 26, 2008

I had a little adventure a while ago and I already had decided to let it go, but after I found a new direct client and just signed a nice two pages NDA it all came back to me and I have to write something about it.

I applied at one of the top 10 worldwide translation agencies a while ago as a freelancer and they asked me to write a test, which I did. They came back to me (after some investigation of mine) and apparently were happy with the result. They said, that my proposed rates do reflect the skills that I proved in the test and suggested to pay 40% of it. After I told them, that I am sorry for wasting their time with the evaluation of the test and some less sarcastic comments of mine we settled for something like 70% of my normal/ target rate. It wouldn't have made me happy, but I still have more silent times and I figured that for such times it would be better than nothing, so I agreed.

Next came the NDA. 9 pages long. 9 pages of legal matter I didn't fully understand. 9 pages of text, which native americans of ok intelligence didn't really understand. I asked an american lawyer for some input and he explained this and that. I heard "I do not think, that this is legally enforceable" several times.
There still were open questions and I asked the agency for input. One of the biggest questions was, how an agency of that size with probably several hundred clients - of which I do not even know the names - can ask me to sign, that I will not approach or accept business from any of their clients. They as well asked me to sign, that I will not engage in any business activity which is competitive to theirs - which is very much in the nature of a freelancing translator.

I declared that impossible to sign and asked for their input. Two times by mail, but they never bothered to answer. I didn't call the guy, as I already had decided to not care about it any more.

Nevetheless: the questions remain.
Did you encounter clauses like this? Am I taking this too seriously? Did you actually sign NDAs like this? Did you ever experience agencies adjusting parts of their NDA after you asked for it or is that a general dealbreaker?

To close with something from the lighter side: They expected me to sign this considering "the substantial sums to be paid to me". See rate negotiations above. I rest my case.


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torb  Identity Verified
Norway
Local time: 17:47
English to Norwegian
+ ...
Confidentiality agreement Mar 27, 2008

I have no trouble signing confidentiality agreements, as I have no interest in spreading information about my clients, but I never sign anything restricting my business. In the worst cases you can be asked to sign NDAs threatening with fines if you work for business partners, customers or prospects of the contractor - but how can you ever know who these parties are? Maybe that should be my new business idea, if I could get all of you to sign an agreement like that, I would put a lot of companies on my prospect list and get a nice tan when I am getting rich...

My advice is not to sign, and find other clients.


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xxxBrandis
Local time: 17:47
English to German
+ ...
NDA is probably sometimes necessary... Mar 28, 2008

I have had a situation there with a great customer and a fast trasnlator. there was this super podium discussion and business meeting with over 200 engineers from both countries going on in a time span of 5 days and there were over 30 pages to be done, 'So FIFO and best finishing was called for and the translator forgets to translate a full page, because she was experimenting with trados and implementing actually wordfast. So somewhere in that process she forgot to do one page and all guns were up in the last hour and the translator was not available or has no interest or does not wish to continue and pushes the price in astro figures and promises to call our client becasue we had no NDA, but I guess under those circumstnaces NDA would not have helped much. It was only one page to complete the picture. Stupid as the situation was I could never employ that translator again. Brandis

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Lorenzo Lilli  Identity Verified
Local time: 17:47
German to Italian
+ ...
Never happened to me Mar 29, 2008

I have never seen a clause like that, but then again I rarely work with agencies. Once a client even allowed me explicitly to work for their competitors, provided that I did not disclose the information I had gotten while working for them (that should be just plain common sense).

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Niels Stephan  Identity Verified
Germany
Local time: 17:47
Member (2009)
English to German
TOPIC STARTER
Thanks Mar 30, 2008

Brandis, I don't say NDAs are unacceptable in general.
Indeed I think, that most things in most of them really are common sense to a professional, but sure, companies have to protect themselves, so it is clear, that those are necessary.
Just this particular one was completely over the top.
Thanks for all of your input.


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Raffaella Panigada  Identity Verified
Switzerland
Local time: 17:47
Member (2007)
English to Italian
+ ...
My experience... Mar 30, 2008

Hi, I've seen a few of those Non-disclosure/non-competition agreement; what I try to do is add "intentionally/to his knowledge" to the paragraphs involving the solicitation or acceptance of business from partners and clients. I always explain that the translator often isn't aware of who the end client is or may be contacted by another agency the client has switched to without even being aware it's the same company.
My comments are usually accepted and the changes included in the contract or an amendment is made.
Sadly I have to say that after all the e-mail exchange and contract perusal I have yet to receive a job from the 2 agencies that sent me those neverending agreements. I think it has more to do with the current dollar/euro exchange rate though...

Cheers,

Raffaella

[Edited at 2008-03-30 20:17]


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José Henrique Lamensdorf  Identity Verified
Brazil
Local time: 12:47
English to Portuguese
+ ...
Black Box Mar 31, 2008

I had one these days that sent me (what I think is) their NDA.

After some attempts, I realized it was a password-encrypted PDF. Of course they didn't provide the password. Though I could get a hacker to crack it, I thought it was not worth the trouble. So I complained about it.

Quoting directly from their reply:
"The pdf file (contract) was not meant to be opened. You just need to print it, sign it and have a friend or family member witness your signature. Then mail it to us."

I don't think it's worth bothering Adobe's tech support for tips on how to print a PDF file without opening it. This reminds me of the joke about the obnoxious security zealot who always puts confidential faxes in a dark envelope before shoving them through the machine.


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