Mobile menu

Non disclosure agreement
Thread poster: Giulia TAPPI

Giulia TAPPI  Identity Verified
France
Local time: 03:17
French to Italian
+ ...
Nov 20, 2008

I would like to know if you think it is normal that a client (direct one in this case) asks you to sign a non-disclosure agreement, before he decides to give you the job.

I mean, he sent me some documents in order to have my price, but I knew perfectly well I was not the only translator he sent these documents to, and we were not engaged in any way.

And then he offered a ridiculous price, so I finally did not have anything from him!

So my question is : should I have accepted to sign the non-disclosure agreement before actually getting the job?


Direct link Reply with quote
 

RichardDeegan
Local time: 21:17
Spanish to English
Huh? Nov 20, 2008

"And then he offered a ridiculous price, so I finally did not have anything from him!"
What's to accept?????
Why waste any time on this outfit?


Direct link Reply with quote
 

Yvonne Gerstheimer  Identity Verified
Germany
Local time: 03:17
Japanese to German
+ ...
NDA Nov 20, 2008

Hi Giulia,

in the fields I work in (esp. video games) it is pretty much standard to sign a non-disclosure agreement beforehand.

Best,
Yvonne


Direct link Reply with quote
 

alz  Identity Verified
Croatia
Local time: 03:17
English to Croatian
+ ...
no NDA - no data base entry Nov 20, 2008

recently I receive demands to sign a lot of NDAs just to be added to the translators database

I agree, it is just a waste of time in the majority of cases.


Direct link Reply with quote
 

Igor Indruch  Identity Verified
Czech Republic
Local time: 03:17
English to Czech
it depends... Nov 20, 2008

It is true that some agencies - God knowqs why - have a habbit of sending a bunch of documents (not only NDA, but also agreements of cooperation, questionaries, quality level statements etc.) and no work at all.

On the other hand, NDA is quite standard agreement and I have it signed with most of my regular clients...


Direct link Reply with quote
 

José Henrique Lamensdorf  Identity Verified
Brazil
Local time: 00:17
English to Portuguese
+ ...
Often requested by end-clients Nov 20, 2008

For some rather delicate proprietary content, it is common for the end-client to require from an agency that all translators involved sign a NDA. Agencies used to such a policy often request it at the outset from ALL translators, since this often involves snail-mail.

On the other hand, some of these translation-agency-created NDAs often involve preposterous clauses.

In my specific case (sworn translator in Brazil) they may be tricky. The legal department of a large agency in the USA is now probably mulling over an e-mail from me, on the points of conflict between their NDA and the Brazilian laws that govern sworn translations here.

For instance, every sworn translation I issue has my full contact details and a lot of other information on me. The law prohibits me to turn down any job in the language pair I'm licensed, delivery time being a separate issue. If the agency's NDA forbids me, for a certain period of time, to accept any direct job from a former client I had through them, where do I stand?

To make matters worse, the law (dated 1943) defines two types of documents, "common" and "special", and sets mandatory rates (different for each type, and source/dest. direction in the language pair) calculated on the finished text character count. How can one provide a final cost estimate?

This is just one very specific local example, but it may get messy anywhere.


Direct link Reply with quote
 

amurati
Local time: 03:17
English to Albanian
+ ...
NDA Nov 20, 2008

Well it depends on the project. For example I once had a translation project and it was some kind of tests so I signed firstly the NDA and then translated and sent back to the party that I got to project.

Direct link Reply with quote
 

Gerard de Noord  Identity Verified
France
Local time: 03:17
Member (2003)
German to Dutch
+ ...
I'm not a lawyer Nov 21, 2008

I'm not a lawyer, but don't sign anything if you don't want to work for this company or agency.

The normal workflow would be that the agency looking for a translator would ask that translator beforehand to never reveal their name nor the name of their client.

Step 1. We've contacted you, but you may never reveal that.
Step 2. We want you to do a test translation for XXX, but you may never reveal that.
Step 3. You may never reveal that you have worked for us nor for our client.

Don't sign anything if your client has omitted to send you an NDA during step one and two and step three will never happen.

Regards,
Gerard

And then I reread your question. Direct client wants you to sign an NDA before/without giving you any work. That's perfectly normal.

[Edited at 2008-11-21 00:39 GMT]


Direct link Reply with quote
 

Samuel Murray  Identity Verified
Netherlands
Local time: 03:17
Member (2006)
English to Afrikaans
+ ...
Answer to Giulia Nov 21, 2008

Giulia TAPPI wrote:
I would like to know if you think it is normal that a client (direct one in this case) asks you to sign a non-disclosure agreement, before he decides to give you the job.


Yes. Usually the NDA is required before the documents are even seen by the translator, but sometimes the client may send the documents first (and send the NDA either with the documents or later). NDAs are a little silly, IMO, because any translator worth his salt would treat with circumspection any documents that came his way in the normal course of businesses, regardless of whether the sender is or becomes a client. But clients need signed NDAs for their QC compliances.

And then he offered a ridiculous price, so I finally did not have anything from him! ... So my question is : should I have accepted to sign the non-disclosure agreement before actually getting the job?


If you're question is really "Does signing an NDA obligate me in some way to accept work from the client?" then the answer is "No".


Direct link Reply with quote
 

B D Finch  Identity Verified
France
Local time: 03:17
Member (2006)
French to English
+ ...
No problem if it's a direct client Nov 23, 2008

Put yourself in the prospective client's shoes: s/he is going to send you some confidential material to find out whether you will agree to translate it; you are a complete stranger to them; they are taking a risk sending you the material but it is reasonable for them to do what they can to protect themselves. Is there any reason whatsoever why you might want/need to disclose the information they ask you to keep secret?

Had it been an agency, you should not have had the confidential information about the end client's identity at this stage, so your response might have been different.

I have just turned down an approach from an agency who had agreed my fees but wanted me to sign a so-called confidentiality agreement that was also (and primarily) an anti-competition agreement. Even if they had already given me a firm offer of work, I would not have signed this in the blanket and non-time-limited form that they had drafted it. I proposed some reasonable amendments; they said no. I am very happy not to work for them.


[Edited at 2008-11-23 18:19 GMT]


Direct link Reply with quote
 

AlexMiranda  Identity Verified
Brazil
Local time: 23:17
Portuguese to English
+ ...
Carve out Nov 23, 2008

José Henrique Lamensdorf wrote:

For some rather delicate proprietary content, it is common for the end-client to require from an agency that all translators involved sign a NDA. Agencies used to such a policy often request it at the outset from ALL translators, since this often involves snail-mail.

On the other hand, some of these translation-agency-created NDAs often involve preposterous clauses.

In my specific case (sworn translator in Brazil) they may be tricky. The legal department of a large agency in the USA is now probably mulling over an e-mail from me, on the points of conflict between their NDA and the Brazilian laws that govern sworn translations here.

For instance, every sworn translation I issue has my full contact details and a lot of other information on me. The law prohibits me to turn down any job in the language pair I'm licensed, delivery time being a separate issue. If the agency's NDA forbids me, for a certain period of time, to accept any direct job from a former client I had through them, where do I stand?

To make matters worse, the law (dated 1943) defines two types of documents, "common" and "special", and sets mandatory rates (different for each type, and source/dest. direction in the language pair) calculated on the finished text character count. How can one provide a final cost estimate?

This is just one very specific local example, but it may get messy anywhere.


I think an NDA is reasonable. The problem you mention, José Henrique, can be solved by including a clause that states something to the effect of: "Nothing in this [Document] shall require or preclude [the Translator] from taking any action in contravention of any laws or regulations, including professional regulations or trade order rules of conduct (collectively, the "Law"). In case of conflict between the obligations contained in this [Document] and the requirement of the Law, the requirements of the Law shall prevail."

Of course, there may be other clauses and timing issues that could make a request to sign an NDA not appropriate.


Direct link Reply with quote
 

Roald Toskedal  Identity Verified
Norway
Local time: 03:17
English to Norwegian
+ ...
Inappropriate demands. Nov 24, 2008

[quote]Gerard de Noord wrote:

(snip...)

Step 1. We've contacted you, but you may never reveal that.
Step 2. We want you to do a test translation for XXX, but you may never reveal that.
Step 3. You may never reveal that you have worked for us nor for our client.

Don't sign anything if your client has omitted to send you an NDA during step one and two and step three will never happen.

----------------------

I do not agree with you that committing to not revealing the agency's name is a standard procedure, and I for one would never have signed anything like that! We would never reveal the Client's name in any situation, though.

Signing an NDA is standard procedure with us, no problem. I only wish they'd include a reservation to the provision of not soliciting clients. Most of the time, we never get to know the client's identity anway, so how can we avoid contacting them? This should be limited to clients whose identity has been revealed to us.

Keeping secrecy about the mere occurrence of a totally standard business relationship between two companies is bordering on being paranoid, in my mind.

Of course, if the agency has a very legitimate and specific reason why they need to maintain total secrecy on one specific job, we most probably would be fully accommodating to that request.

But to sign a 'Carte Blanche' concerning all future jobs is another story altogether and that is just not an option!

For one, there is such an issue as marketing and references - we, as a company need to be able to demonstrate what jobs we have done in the past, and we also need to be able to give references to new prospects - upon the agency's approval, of course.

Speaking of, we also have had totally outrageous requirements from agencys in their contract proposals. One agency in fact demanded the right to audit our accounts to see if we reported our income on their jobs to the Tax Authorities!

Naturally, we objected to a competitor being allowed to roam freely in our accounts, but they refused to stand down, so we had to discontinue that business relationship (having lasted 3 years before this demand arose). Not because we have anything to hide as such, but allowing competitors free access to your books is totally unheard of! Goes without saying...

I think some (a very few...) agencies are so full of themselves that they think 'anything goes' in terms of demands towards freelancers/translation suppliers.

But there *are* such issues as business ethics and prevailing business practices around the world and I think some of the agencies need a solid refresher course in that respect!

Best regards,

Roald Toskedal

[Edited at 2008-11-24 12:59 GMT]


Direct link Reply with quote
 


To report site rules violations or get help, contact a site moderator:

Moderator(s) of this forum
Maria Castro[Call to this topic]

You can also contact site staff by submitting a support request »

Non disclosure agreement

Advanced search


Translation news





PerfectIt consistency checker
Faster Checking, Greater Accuracy

PerfectIt helps deliver error-free documents. It improves consistency, ensures quality and helps to enforce style guides. It’s a powerful tool for pro users, and comes with the assurance of a 30-day money back guarantee.

More info »
Across v6.3
Translation Toolkit and Sales Potential under One Roof

Apart from features that enable you to translate more efficiently, the new Across Translator Edition v6.3 comprises your crossMarket membership. The new online network for Across users assists you in exploring new sales potential and generating revenue.

More info »



All of ProZ.com
  • All of ProZ.com
  • Term search
  • Jobs