Clause too far in a consultancy agreement?
Thread poster: Chris Hughes

Chris Hughes  Identity Verified
United Kingdom
Local time: 07:06
Member (2007)
Romanian to English
+ ...
Oct 8, 2012

Hello all,

Apologies if this is the wrong forum for this question, but I wonder whether anyone can offer some reassurance that I am not being paranoid over a clause in a consultancy agreement that I am about to sign with an agency!
The agency has a very good Blue Board rating and a good reputation, and I have no reason at all to doubt that it's all in good faith, but I've signed many, many contracts with agencies and have never come across an intellectual property rights clause that states:
"The Contractor irrevocably appoints the Company to be his attorney and in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company the full benefit of this clause XX". The clause concerned being the one relating to waiving my right of intellectual property over my translations.
Now, I'm used to that being a part of agency contracts, but I've never come across wording quite like this ("generally to use his name", in particular), and it's made me hesitate over signing the contract.
Am I just being paranoid, and have others routinely signed contracts stating just this?
With many thanks for any help!


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David Wright  Identity Verified
Austria
Local time: 08:06
German to English
+ ...
Perhaps not too worrying Oct 8, 2012

The wording makes it clear that they can use your name if they need to obtain the copyright or other IP rights to your translation in any way that might become necessary, eg by having to sign documents. The "generally to use your name" only relates to obtaining the IP rights. It is an odd term indeed, but I don't think it's anything to worry seriously about.

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Sheila Wilson  Identity Verified
Spain
Local time: 07:06
Member (2007)
English
+ ...
Is it relevant for an agency? Oct 8, 2012

It sounds more relevant to an agreement with the end client, where he'll want to have every means available to him to ensure he gets/keeps ownership of the translation. But an agency shouldn't be seeking ownership, should it?

Anyway, if you've revoked all claim to ownership (in the other clause), why is this one necessary?

I must admit to being easily confused by convoluted statements of this type. Could someone 'translate' it into Plain English?

I don't know about you being paranoid, Chris, but it sounds as though the agency might be.


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Valery Shapovalenko  Identity Verified
Ukraine
Local time: 09:06
English to Russian
+ ...
Ask them to withdraw these clauses Oct 8, 2012

... and listen what they say. This will (1) prove who is paranoid; (2) you'll be sure they'd never use your your name 'generally' (d'U know how far this could lead?); (3) you'll probably keep your translation property rights; (4) you'll probably loose them...

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Chris Hughes  Identity Verified
United Kingdom
Local time: 07:06
Member (2007)
Romanian to English
+ ...
TOPIC STARTER
On balance, I'm not signing Oct 8, 2012

Many thanks, David, Sheila and Torao-O for your helpful advice and responses. It really is appreciated.
Given that I had an 'uneasy' feeling about signing up to this wording in the first place, on balance I decided not to sign and have informed the agency of that.
No doubt that'll be one agency I won't be working with now (unless they offer to alter the wording!), but I'd rather live with that than find my name being used "generally"...
Thank you again.


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