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Agency's competition clause vs. own client canvassing
Thread poster: Birgit Wahl

Birgit Wahl  Identity Verified
Germany
Local time: 12:56
Member (2006)
English to German
+ ...
Jul 27, 2006

Dear forum people,

I was contacted by an agency that works in the field of pharmaceutics in which I am specialised. They have good BB ratings and seem to accept my rates. So far so good.

To work with them, I have to sign a contract - nothing unusual, of course. And this contract contains - again not unusual - a competition clause stating that I am not allowed to "solicit, approach or contact any of our clients for whom you have carried out, are carrying out or ARE LIKELY TO CARRY OUT work on our behalf...". I understand that this would mean any client they work for, but currently I've no idea who these clients are.

The thing is: I intend to do some own direct-client canvassing later this year, and these prospect clients would also be in pharmaceutics.

I know that some/most major pharmaceutical companies have large-scale translation jobs into several languages that one translator could hardly do alone. I've worked on such jobs for agencies with competent PMs which was also fine.

But, of course, I'd prefer to work for direct clients instead of agencies when it comes to smaler-scale translation jobs in this field. I'm afraid that I might reduce my possibilities of contacting pharmaceutical companies as direct clients considerably if I sign this contract.

So, what would you do? First ask the agency what clients they have? Or just sign and not contact those clients of the agency I know of (currently I know of none)? But what about the "are likely to carry out work on our behalf" of the clause?

Thanks for any input.

Have a nice day,
Birgit


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Susanne Schnitzler  Identity Verified
Germany
Local time: 12:56
English to German
How many companies are there on this special market? Jul 27, 2006

Dear Birgit,

since I do not do pharmaceutical translations (and of course will never do) I do not know about the quantity of companies in question.

But even if the market is big enough "for both of you", it would be a good bet that you and this agency will be contacting the same companies.

I think this one goes a bit far. It feels a bit as if freelancers should be gathered under the wings of an agency. If every future contract would contain this clause, it might become impossible to ever again contact any new client - because everybody is a prospective client for an agency.

Did you think about contacting the agency about this part? You could explain your concern and act accordingly to their answer.

Cheers
Susanne


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xxxMarc P  Identity Verified
Local time: 12:56
German to English
+ ...
Agency's competition clause vs. own client canvassing Jul 27, 2006

The "likely to carry out" clause is probably intended to prevent you turning down a job when offered, then using the information gained in the process to contact the end client directly. It's a reasonable provision but badly worded. Suggest alternative wording yourself.

Theoretically, at least, you might also find yourself being offered work for your own clients. Obviously you should not lose your own clients as a result. Also, the identity of the end client may not be clear, and you may therefore innocently solicit work from them in the future. These scenarios need to be addressed as well.

Marc


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Birgit Wahl  Identity Verified
Germany
Local time: 12:56
Member (2006)
English to German
+ ...
TOPIC STARTER
Probably wording problem Jul 27, 2006

Dear Susanne and Marc,

Thank you for your input.

MarcPrior wrote:

The "likely to carry out" clause is probably intended to prevent you turning down a job when offered, then using the information gained in the process to contact the end client directly. It's a reasonable provision but badly worded. Suggest alternative wording yourself.

Theoretically, at least, you might also find yourself being offered work for your own clients. Obviously you should not lose your own clients as a result. Also, the identity of the end client may not be clear, and you may therefore innocently solicit work from them in the future. These scenarios need to be addressed as well.

Marc
[/quote]

Yes, I think you are right here. Another clause reads: "During your appointment as our translator you must inform us of any translation work you carry out for any of our clients other than under this appointment. You shall be entitled to carry out such work except where it has been obtained as a result of a breach by you of your obligations under para. (competition clause as stated above)."

I will discuss this with the contact person of the agency and ask her to use another wording in the clause. I really do not intend to use any contact details that I obtained from the agency to find new direct clients. But, as it is in pharmaceutics, many big companies or groups have many different departments with translation demands and if the agency works for one I would want to be able to contact another.

Best wishes,
Birgit


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