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How to review a translator agreement before signing it?
Thread poster: linadia
linadia
French to Arabic
+ ...
Jun 13, 2008

Hello,

I have received a translator agreement from an agency to sign before being assigned translation projects. Some conditions made me hesitate to sign.

I'll try and give you examples of some of these terms and conditions:

- The Translator is expected to translate an average of up to 3000 words per day and to proofread an average of 1,500 words per hour. [Doesn't it differ from one project to another?]

- The translator is expected to make a backup of the translation material on an external storage media other than the hard disk of his PC. [Is this a common practice?]

- There is this term that I don't fully understand stating that if the agency introduces the translator to a third company the translator should not accept to do work with that company without the agreement of the agency for at least one year!

- The agency reserves the right to decide rates.

I'm not sure if these terms are acceptable that is why I feel I have to discuss it here to help me make the right decision.

Thank you,
Nadia


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xxxPRen
Canada
Local time: 15:48
French to English
+ ...
Some thoughts Jun 13, 2008

Hi Nadia, just some thoughts:

1. Up to 3,000 words a day. I guess that's okay if a) you feel comfortable with that volume, day in and day out and b) if you're planning not to have any other clients. Do you want to work exclusively for this agency? Which in turn raises the question - are you guaranteeing you 3,000 words a day? What if you make yourself available for that volume (i.e., turn down other work) and you don't hear from them for a week. At the least I'd get a guarantee from them about volume.

2. Don't know what the reason for this would be - don't they keep their own backups?

3. Of course, this is a kind of non-compete clause intended to keep you from "stealing" their client. I'm of two minds on this - I can understand the need for a clause like this, but on the other hand, you're a freelance, not an employee. If the client decides to stop working with this agency and then approaches you, I don't see why you would be required to turn them down.


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Salam Alrawi  Identity Verified
United States
Local time: 13:48
English to Arabic
+ ...
It sounds fine Jun 13, 2008

Hello Lina,

As for the volume of translation per day and the proofreading per hour, those things are up to your experience, with time you will be able to do even more than that, but anyway it is up to you if you agree or not,
Yes you are right, it differs from a subject to another, but I am sure in the subject you are expertise with then you will do that even more faster, so you can always assign and work on the subject you are expertise with, mention the subjects that you are expertise with for the agency, so go ahead and sing it, you are fine with this and don't worry about it, just get more confidence and tell them the truth,

About the third party, they have the right for that too, as the agency will introduce you for a new client and you will be making money through that and of course they want to make money or fee from that, they are saying that you can avoid the agency and deal directly with the client if you want BUT ONLY AFTER 1 YEAR, this is their point, so you are fine with that too,

About the rates, you give them your rates, the rates you work with, let say you work for $0.1 per source of word, if they accept it then that's it, you will do the work for that rate, they may take from the client $0.2 per souce of word or $0.3, or even $1 for each word, this is not your business, it is their business, as long as you will get the rate you want then you will be fine, if they win or lose money this is their business, your business is to do work for the rate you assign for,


Hope this could help you,

Thank you very much,
Best regards,
Salam Alrawi


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Marie-Céline GEORG  Identity Verified
France
Local time: 20:48
English to French
+ ...
I wouldn't accept that! Jun 13, 2008


- The Translator is expected to translate an average of up to 3000 words per day and to proofread an average of 1,500 words per hour. [Doesn't it differ from one project to another?]


My daily output depends on the customer, the project, the kind of text, the weather, etc. Personally I consider that I translate an average of 2000-2500 words per day and I would never commit myself to more than the half of it for a single customer. After all, does the agency promise to give you 3000 words per day to translate? You're not their employee, are you? Each project has a specific deadline and you are free to accept it or not or ask for a longer deadline because you are busy with other project on the coming days.

- The translator is expected to make a backup of the translation material on an external storage media other than the hard disk of his PC. [Is this a common practice?]


If it's not a common practice, it should be. I've never seen that on an agency's agreement but it doesn't sound silly to request safe backup practices.

- There is this term that I don't fully understand stating that if the agency introduces the translator to a third company the translator should not accept to do work with that company without the agreement of the agency for at least one year!


That's common: if you get work from an agency for an end customer, you're not supposed to contact this end customer directly. They're protecting their client base, one year (after the last job for this end customer) sounds correct - some agencies don't even mention deadlines.

- The agency reserves the right to decide rates.

Wrong. You're the provider, you're setting your rates. If you accept that, you can expect the agency to lower the rate as soon as they feel like doing it. Technically, they could even set the rate to 0 with that kind of term!!!! Try to buy something saying "I'm paying that much for it"...

If you really wish to work with this agency, strike the offending terms and send them the corrected version before signing it.

Best regards
Marie-Céline


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José Henrique Lamensdorf  Identity Verified
Brazil
Local time: 15:48
English to Portuguese
+ ...
Some don't look right to me Jun 13, 2008

linadia wrote:
- The Translator is expected to translate an average of up to 3000 words per day and to proofread an average of 1,500 words per hour. [Doesn't it differ from one project to another?]


This means nothing to me. You are expected. What if you fail to meet the expectations?

- The translator is expected to make a backup of the translation material on an external storage media other than the hard disk of his PC. [Is this a common practice?]


Not if they have a non-disclosure agreement. Suppose you save it to non-rewritable CDs. Are you expected to destroy them after you are through? Or do they expect you to keep a lifetime backup?

- There is this term that I don't fully understand stating that if the agency introduces the translator to a third company the translator should not accept to do work with that company without the agreement of the agency for at least one year!


This one makes sense. Let's assume that Agency X hired you to translate stuff for ACME. You had too many perfectly valid technical questions that had to be answered by ACME. Ms. Smith, Agency X's PM, while attempting to get these answers, due to either party having a bad day, managed to irritate Mr. Tech, the ACME manager. He demanded to talk directly to you, so Agency X gave him your phone.

On the next job, ACME wants to bypass Ms. Smith, so they call you directly. Here you are committing to ask Agency X for an OK before accepting it. If Ms. Smith simply had enough from Mr. Tech, she'll tell you both to happily go to hell together. If Agency X is greedy but smart, they'll offer Mr. Tech another of their PMs.

- The agency reserves the right to decide rates.


As long as they do it before issuing you a PO, and subject to your acceptance of such rates.

I'm not sure if these terms are acceptable that is why I feel I have to discuss it here to help me make the right decision.


The goal is for them to hire you to do a job for them, not to let them lure or trick you into doing it. However there are too many agencies out there that just want your signed agreement so they can show evidence, to brag about having so many hundred or thousand translators that work for them.


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Astrid Elke Witte  Identity Verified
Germany
Local time: 20:48
Member (2002)
German to English
+ ...
Is this for an in-house job? Jun 13, 2008

Hi Nadia!

Sounds more like the rules for an in-house job than any type of contract for a freelancer to sign.

1. No freelancer normally agrees to do a fixed number of words per day for a particular agency. Any freelancer who did so would be giving up freelancer status and becoming an employee.

2. The official rules in my country involve keeping copies of source documents and translations in one form or another for a certain number of years. However, that rule is to be kept in relation to the authorities of the country, not the client. I would say that, in the case of a freelancer, it is the freelancer's own business how and where to keep these copies.

3. It is fair enough to agree not to steal customers from the agency. A number of translation agencies that I work with tell me the name of their client, so that I can look at the client's web page and be put in the picture concerning the translation. If this constitutes being "introduced" by the agency to a client, then I would assume that it is right, in these circumstances, not to work for the agency's clients directly. To state that you should not steal their clients for a year is fairly mild and reasonable.

4. The translator reserves the right to decide rates and to issue a separate offer in response to each individual translation enquiry by the agency after having seen the proposed source document.

Good luck, Nadia!

Astrid


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Anita Cassidy  Identity Verified
United Kingdom
Member (2005)
English to German
Change the terms! Jun 13, 2008

The Translator is expected to translate an average of up to 3000 words per day and to proofread an average of 1,500 words per hour.

I would add to this: ", ... subject to the Translator's capacity, the complexity of the assignment in question and the quality of the translation to be proofread.
[they probably mean revision anyway, not proofreading, but that's another topic...]

The clause about not stealing their clients, well, fair enough - but what about a client that is already YOUR client? I would add something like ", unless that client is already a client of the Translator at the time of said introduction."

The agency reserves the right to decide rates.
Hm, ok, but you're also entitled to reject their rates... just make sure they send you a PO for each job BEFORE you actually start your work.


Since they're so prescriptive, I'm surprised there is no indemnity clause - or is there? Something along the lines that you're supposed to indemnify them from all losses and damages and so forth in case you breach the agreement? I'd delete that too...

[Edited at 2008-06-13 17:11]

[Edited at 2008-06-13 17:18]


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Damian Harrison
Germany
Local time: 20:48
German to English
With Anita Jun 13, 2008

I totally agree with Anita. There is no reason why you shouldn't send back an amended version of the contract. It might not always feel that way, but you are negotiating a deal with them - not just desperately trying to get your toe in the door...
(Even if it does feel that way often enough...).
If you don't like a contract, don't sign it. Alter the contract, send it back and negotiate a deal that you feel more comfortable with.


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Jessica Noyes  Identity Verified
United States
Local time: 14:48
Spanish to English
+ ...
Reason for requiring saving on external storage device Jun 13, 2008

When I saw that point listed among the agency requirements I thought, "Good idea!" My immediate assumption was that you were saving it *while you were working on it*. Then if your computer were to crash you'd still have access to the file, and the end client could have the project on time.

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James McVay  Identity Verified
United States
Local time: 14:48
Russian to English
+ ...
Looks familiar Jun 13, 2008

Let's face it. You're a freelancer and an unknown quantity. Outsourcers' lawyers try to think of everything that could go wrong. At the end of the day, however, you're responsible for delivering a translation according to a schedule, at a rate, and in a format that you have agreed to for each separate job. If they try to make you do much more than that -- like setting daily quotas -- you're not a "subcontractor," you're an employee on payroll. And they won't want that, because there are all kinds of regulatory requirements associated with having employees on payroll in most countries.

By the way, the "is expected to translate an average of up to 3000 words per day" looks like language in an agreement I signed a while back. I didn't have a problem with it, because I didn't think it was enforceable.


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linadia
French to Arabic
+ ...
TOPIC STARTER
Thank you for sharing your thoughts Jun 16, 2008

Hi PRen:

Thank you for sharing your thoughts and

PRen wrote:

Do you want to work exclusively for this agency?



1- No, I'm not planning to work exclusively for that agency and hence their requirement of daily volume seemed a little strange to me. Freelancing depends on many things and certainly one cannot commit oneself to such a condition on permenant basis.

PRen wrote:

2. Don't know what the reason for this would be - don't they keep their own backups?



2- I have no idea. It would be my responsibility to keep a backup copy of my work to avoid any unfortunate circumstances. But this is entirely up to the translator, right?

PRen wrote:

3. Of course, this is a kind of non-compete clause intended to keep you from "stealing" their client.


3- The agreement already has other terms about contacting a client behind their back, this is why I didn't understand the purpose of that clause.

Thanks again,
Nadia


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linadia
French to Arabic
+ ...
TOPIC STARTER
Fixed translation volume per day Jun 16, 2008

Dear Salam,

Thank you for your advice. I see your point about being introduced to another company.

Actually, since I'm a freelancing translator, I cannot commit myself to translate a fixed number of words per day. Some translation projects may be short in length but might take longer deadlines than other project. This depends on many things such as how many hours I'm working daily during that particular period, what about weekends and vacations? So it is not practical to sign a contract saying that I promise to translate x number of words daily.

Thanks,
Nadia


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linadia
French to Arabic
+ ...
TOPIC STARTER
I agree with you Jun 28, 2008

Dear Marie-Celine,

I know this is late but better late than never. I'd like to thank you for taking the time to contribute to my question.

Marie-Céline GEORG wrote:

After all, does the agency promise to give you 3000 words per day to translate? You're not their employee, are you?


This is a good point. I'm not their employee, so they can neither guarentee to give me a constant flow of work, nor ask me to commit myself to translating this fixed amount of words per day.


If you really wish to work with this agency, strike the offending terms and send them the corrected version before signing it.



Yes, this is a good advice.

Nadia


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linadia
French to Arabic
+ ...
TOPIC STARTER
I think I don't have to keep backup copies Jun 28, 2008

Dear José Henrique,

As I said earlier, I apologize for not replying earlier. Your post is most helpful and showed me that my first impression was right. Those terms and conditions were "too much" and will simply put me in helpless situations in the future.

The backup files request does not make much sense to me either as I'm only responsible to deliver the translation on time but not keep their records.

Thank you,
Nadia


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linadia
French to Arabic
+ ...
TOPIC STARTER
Making the right decision Jun 28, 2008

Dear Astrid,

Thank you very much for your input.

I have a friend of mine who is a translator at a governmental administration and he is responsible of keeping copies of the translated documents according to that administration's rules like you said.

Thank you for helping me make the right decision.

Nadia


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