Jason Willis-Lee Spain Local time: 00:34 Spanish to English + ...
May 24, 2005
hi, i'd like some advice on this clause from a UK client agreement (agency) about ownership of TMs:
"We shall own all rights in the deliverables you provide to us as part of any project (including dictionaries and translation memories). You hereby assign to with full title guarantee all rights in the deliverables to us (whether or not such rights are created prior to or at any time after the date of this letter). You shall at our request and cost do such things adn execute such documents as we may from time to time require to evidence our ownership od such rights."
This may have been discussed before but I'd be grateful for any advice on current practices and if this is standard speel from UK agencies.
Thanks in advance.
Jason
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Marijke Singer United Kingdom Local time: 23:34 Member Dutch to English + ...
Ownership of TMs
May 24, 2005
Personally I don't think they have a leg to stand on unless they provide the software which I do not think is the case. If you create TMs or glossaries using your own tools, they are yours. Of course, the customer can create their own TMs and tools which may be an exact copy of yours and they would be the owners. Who has the copyright, I wonder?
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Think about it: if they own your TMs, *you* no longer own them.
Such a condition would make sense only if you worked at their office as a salaried employee, on their equipment and material -- it would only mean the content of their TMs must not leave the premises.
Good luck!
Esther
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xxxMarc P Germany Local time: 00:34 German to English + ...
Client agreement clause: ownership of TMs
May 24, 2005
I think the client's concern here, which is reasonable, is that they will be fully entitled to use anything which you deliver to them. For instance, if you agree to deliver a TM and do so, the client would want to be free to supply that TM to another translator for future, related jobs.
At the same time, you are going to want to retain the right to use your TM, perhaps to help you with translations for other clients. That is also a reasonable wish on your part.
I suspect that the solution lies somewhere in copyright law - you retain copyright but grant licence to use - but I'm no expert on this, I'm afraid.
Marc
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Jason Willis-Lee Spain Local time: 00:34 Spanish to English + ...
TOPIC STARTER
Further thoughts...
May 24, 2005
Yes, quite right. Bear in mind though that most of these client agreement clauses are, in my opinion, completely unenforceable. A judge would laugh them right out of a court of law surely.
How on earth would an agency know if you are using TMs YOU have constructed on other related projects? Impossible. Just as its impossible to prove breach of a confidentiality agreement. Of course, I am not condoning such practices of unprofessional behaviour but I wonder if any of these supposed freelance agreements has ever reached the echelons of a court room? My feeling is that is safe to sign away freely on the dotted line my friends.
MarcPrior wrote:
I think the client's concern here, which is reasonable, is that they will be fully entitled to use anything which you deliver to them. For instance, if you agree to deliver a TM and do so, the client would want to be free to supply that TM to another translator for future, related jobs.
At the same time, you are going to want to retain the right to use your TM, perhaps to help you with translations for other clients. That is also a reasonable wish on your part.
I suspect that the solution lies somewhere in copyright law - you retain copyright but grant licence to use - but I'm no expert on this, I'm afraid.
Marc
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Ian M-H United States Local time: 18:34 German to English + ...
Depends on whether you've agreed that TMs are "deliverable"
May 24, 2005
Jason Willis-Lee wrote:
"We shall own all rights in the deliverables you provide to us as part of any project (including dictionaries and translation memories)
quote]
I'm not a lawyer, but at first sight this looks as though it would depend on whether or not the agreement for a piece of work explicitly covers TMs, glossaries etc., i.e. whether or not they are "deliverables".
In my own experience, the most common agreement with an agency (or a direct client) is to deliver a translation into language X in an agreed format by an agreed date. In such a case there is no agreement to deliver anything else, including anything I create along the line to help me do the job such as a TM or terminology database. The only "deliverable", in other words, is the translation.
In other cases there's a specific agreement about TMs. Sometimes a client or agency supplies a TM and there's an agreement to supply them with a copy of the updated file after the current job. And sometimes part of the agreement for a first assignment is that the client or agency not only gets a translation but also a TM for their future use.
In summary, if it hasn't been agreed as part of a job that a TM is a "deliverable" then my (strong) instinct would be to say that it isn't. If it is to be part of the agreement, there's obviously the question of whether or not an additional fee should be negotiated - which will depend on all sorts of things that don't really belong in this thread.
Ian
PS: While I was typing, Marc's answer appeared:
MarcPrior wrote:
f you agree to deliver a TM and do so, the client would want to be free to supply that TM to another translator for future, related jobs.[/quote]
Marc has put my main point more succinctly and, I think, added a point: *If* you agree to deliver a TM then - regardless of express contract terms - you are also implicitly agreeing to its future use by others.
[Edited at 2005-05-24 10:50]
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Derek Gill Franßen Germany Local time: 00:34 Member (2005) German to English + ...
Copyright license v. Copyright ownership
May 24, 2005
MarcPrior wrote:
I think the client's concern here, which is reasonable, is that they will be fully entitled to use anything which you deliver to them. For instance, if you agree to deliver a TM and do so, the client would want to be free to supply that TM to another translator for future, related jobs.
At the same time, you are going to want to retain the right to use your TM, perhaps to help you with translations for other clients. That is also a reasonable wish on your part.
I suspect that the solution lies somewhere in copyright law - you retain copyright but grant licence to use - but I'm no expert on this, I'm afraid.
Marc
I think Marc has got it right.
1. It is an understandable concern of the client to be able to use freely the stuff you deliver. This concern is most often addressed by having the intellectual property owner grant the one wanting to use the stuff a license to do so (which usually goes without saying).
2. It seems to me that they want more than just the license to use the deliverables. As it stands, copyright law in most countries grants intellectual property rights to the one who created the product in question (here the TM). In selling the product, the copyright owner (you) usually retains the copyright and grants a license to the buyer (the client), as Marc mentioned above. In this case it sounds like they would like full ownership, not just a license to use the deliverables (not only of the TM or glossaries, but of the translation as well).
3. As Marc already commented, you wanting to retain the right to use your own TM, and at the same time to grant your client the right to use it as well, is a legitimate - it is also the usual course of business, which is why you rarely hear or read anything about it. Note that they expressly mention "rights", not just ownership - this is because the owner of the product does not necessarily also own the copyright. If it were so, they wouldn't have had to include it in the agreement.
4. The fact of the matter is, however, that if you demand to retain at least your copyrights, you probably won't get the assignment - it comes down to that age-old battle with the economically stronger. You have to ask yourself whether you can afford to stand up for your rights. You may have a chance, if you can come up with some sound reasons why you would like to retain the copyright.
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Jeff Allen France Local time: 00:34 French to English + ...
Resources on TM database ownership
May 24, 2005
I've participated in conference talks and papers on the topic of TM database ownership since the 1990s when my task was to manage all of the translation vendor suppliers at Caterpillar, including the agreement with regard to terminology and TM ownership clauses.
I was also one of the directors at the European Language Resources Distribution Agency where we worked with providers and buyers of language databases.
The first couple of entries give links to papers I have written. The second link seems to be broken. See the 3rd link which provides access to sample contracts between providers and users of language databases. These can provide some legal info for you to consider. I haven't retested that link lately. If it is broken, go to www.elda.org
There was also an article that appeared on transref.org several years ago on this topic.
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Derek Gill Franßen Germany Local time: 00:34 Member (2005) German to English + ...
Great stuff
May 25, 2005
Jeff Allen wrote:
I've participated in conference talks and papers on the topic of TM database ownership since the 1990s when my task was to manage all of the translation vendor suppliers at Caterpillar, including the agreement with regard to terminology and TM ownership clauses.
I was also one of the directors at the European Language Resources Distribution Agency where we worked with providers and buyers of language databases.
The first couple of entries give links to papers I have written. The second link seems to be broken. See the 3rd link which provides access to sample contracts between providers and users of language databases. These can provide some legal info for you to consider. I haven't retested that link lately. If it is broken, go to www.elda.org
There was also an article that appeared on transref.org several years ago on this topic.
Thanks for the links Jeff (and for all the work that went into preparing the information contained there). I would just like to quote a passage from your article:
"The agreements make no provision for the user to acquire any ownership, rights, title, or interest in the LRs. The user acknowledges the right of the provider in the LRs and related materials including support documentation, and undertakes not to infringe them in any way." (cf. http://www.unilat.org/dtil/etis/actasTDCnet/allen.htm ).
Note how nicely this article fits in this context ("LR" = "language resource", which I understand to include TMs), and notice how the translator (="provider") is not expected to give up any rights - this is the normal case.
Nice work, Jeff.
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Jeff Allen France Local time: 00:34 French to English + ...
link to other Language Resources paper
May 28, 2005
Jeff Allen wrote:
I was also one of the directors at the European Language Resources Distribution Agency where we worked with providers and buyers of language databases.
The first couple of entries give links to papers I have written. The second link seems to be broken.
The second link is indeed broken. I have dug up the paper from my archives and am making it available. My plan is to update all of my website pages this coming week and fix the many broken links as well as add many new articles and their links.
In the meantime, see below the reference and a valid link to the 2nd entry:
ALLEN, Jeff. 1999. Language Resources: an Issue of Information Management. Keynote talk on Resources presented at the Conference on Co-operation in the Field of Terminology in Europe sponsored by the European Association For Terminology (EAFT) and the Union Latine. 17-19 May 1999, Palais des Congrès de Paris. http://www.geocities.com/langresourcesallen/Allen-eaft99.doc
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Jeff Allen France Local time: 00:34 French to English + ...
Language Resources and TM databases
May 28, 2005
Jeff Allen wrote:
I was also one of the directors at the European Language Resources Distribution Agency where we worked with providers and buyers of language databases.
The first couple of entries give links to papers I have written. The second link seems to be broken. See the 3rd link which provides access to sample contracts between providers and users of language databases.
Derek Gill Franßen wrote:
Thanks for the links Jeff (and for all the work that went into preparing the information contained there). I would just like to quote a passage from your article:
"The agreements make no provision for the user to acquire any ownership, rights, title, or interest in the LRs. The user acknowledges the right of the provider in the LRs and related materials including support documentation, and undertakes not to infringe them in any way." (cf. http://www.unilat.org/dtil/etis/actasTDCnet/allen.htm ).
Note how nicely this article fits in this context ("LR" = "language resource", which I understand to include TMs), and notice how the translator (="provider") is not expected to give up any rights - this is the normal case.
Thanks for your comments Derek.
The initial meaning of "Language Resources" (LRs) was that of linguistic databases that are used to train various types of natural language processing systems, which are then used later and can result in the creation of user language databases. In this way, an LR would be the training data which is used to validate a TM tool before making it available to the public. And it is considered to be an LR because it is publicly available and can be used by several different vendors as a benchmarking database. The user of an LR is thus the tool vendor. The provider of the LR is a creator of the database to be used by the tool vendor.
In my presentations while I was with ELRA/ELDA, I went beyond the original meaning of LR in order to possibly extend it to also covering the use of LRs for end-user purposes.
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