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Non disclosure agreement
Thread poster: Aradai Pardo Martínez

Aradai Pardo Martínez  Identity Verified
Mexico
Local time: 03:10
Swedish to Spanish
+ ...
Dec 9, 2009

Hello everyone,

Yesterday, I received a mail from a non-proz agency who, as a guest, saw my profile. They offered me a poetry translation, which sounded, at first, wonderful. When I replied to find out who the poet was, language pair, deadlines, etc. they told me none of the information would be revealed until I signed a non-disclosure agreement, which, among reasonable stuff, says that the translation belongs to them (is this normal for a literary translation? will I get, if not royalties, any credits for it?), and what worries me the most: "...failure to satisfy this Agreement, which includes but not limited to observance of P.L. 104-191 can result in penalties outlined under §1177(b) of this law, which include fines up to $250,000 and prison sentences up to 10 years."

Is this normal? I have never had to sign a non-disclosure agreement before, but I find the fact of working under such a threat quite horrible, even if I do not intend anyone else to see the poems.

Thanks in advance for your thoughts, advices, experiences!

[Edited at 2009-12-09 12:14 GMT]


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Tim Drayton  Identity Verified
Cyprus
Local time: 11:10
Turkish to English
+ ...
Sounds fishy to me Dec 9, 2009

Aradai Pardo M wrote:

Hello everyone,

Yesterday, I received a mail from a non-proz agency who, as a guest, saw my profile. They offered me a poetry translation, which sounded, at first, wonderful. When I replied to find out who the poet was, language pair, deadlines, etc. they told me none of the information would be revealed until I signed a non-disclosure agreement, which, among reasonable stuff, says that the translation belongs to them (is this normal for a literary translation? will I get, if not royalties, any credits for it?), and what worries me the most: "...failure to satisfy this Agreement, which includes but not limited to observance of P.L. 104-191 can result in penalties outlined under §1177(b) of this law, which include fines up to $250,000 and prison sentences up to 10 years."

Is this normal? I have never had to sign a non-disclosure agreement before, but I find the fact of working under such a threat quite horrible, even if I do not intend anyone else to see the poems.

Thanks in advance for your thoughts, advices, shared experiences!


This seems very odd to me for a poetry translation. If you are to be made privy to commercially sensitive information contained in confidential documents, then a non-disclosure agreement makes sense. Otherwise it doesn't. It sounds very fishy to me.


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John Rawlins  Identity Verified
Spain
Local time: 10:10
Spanish to English
+ ...
Perhaps a parallel universe Dec 9, 2009

This sounds like an email from some parallel universe where poetry is a high-risk high-return business and poem piracy is a constant danger.

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Aradai Pardo Martínez  Identity Verified
Mexico
Local time: 03:10
Swedish to Spanish
+ ...
TOPIC STARTER
Would you sign? Dec 9, 2009

Thank you, John and Tim, for your comments.

If you were in my shoes, would you sign it? Do you think it might have a nasty outcome? Is it just an American agency being paranoid? Or is it just an agency used to dealing with sensible information and trying to follow regular procedures?


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John Rawlins  Identity Verified
Spain
Local time: 10:10
Spanish to English
+ ...
Providing you won't do anything silly - sign Dec 9, 2009

Well.... providing you are not planning on doing anything silly with their poem - such as covertly offer it to a rival gang of poets. And even if you did make such a deal, I cannot see the French government agreeing to your extradition to the US on these sorts of charges.

So, if you are curious, sign.


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Brannigan
Italy
Local time: 10:10
Italian to English
+ ...
Dialogue! Dec 9, 2009

If I were looking for a translator I would not have any qualms about giving you some general information about the project so you can evaluate whether it is something you are interested in.

I personally don't think you should have to sign an agreement before you even know if you want to take the project on. And certainly not before you have agreed the delivery deadlines etc. Even if it is an NDA.

I also think it is perfectly reasonable to discuss beforehand whether you will be mentioned as the translator.


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Kevin Fulton  Identity Verified
United States
Local time: 04:10
German to English
Mindless standard procedure Dec 9, 2009

Aradai Pardo M wrote:
Or is it just an agency used to dealing with sensible information and trying to follow regular procedures?


I suspect that the agency in question has a standard policy of requiring every translator to sign an NDA. In your case it's silly, since most literary works to be translated have been published somewhere in the original language and can be read by the general public. As John Rawlins pointed out, penalties are essentially unenforceable from the US. I'd sign and not worry about it.


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Terry Richards
France
Local time: 10:10
French to English
+ ...
Thank you for that image Dec 9, 2009

John Rawlins wrote:

...covertly offer it to a rival gang of poets...



This will probably keep me amused all day


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Aradai Pardo Martínez  Identity Verified
Mexico
Local time: 03:10
Swedish to Spanish
+ ...
TOPIC STARTER
Thank you! Dec 9, 2009

... for all the comments and for helping me see the whole thing from a different perspective. I'll talk to them and see if it is really necessary. If so, I'll probably sign it, but without worrying much about it!

Have a nice (remainings of the) week!



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John Fossey  Identity Verified
Canada
Local time: 04:10
Member (2008)
French to English
Agree with dialogue Dec 9, 2009

Brannigan wrote:

If I were looking for a translator I would not have any qualms about giving you some general information about the project so you can evaluate whether it is something you are interested in.

I personally don't think you should have to sign an agreement before you even know if you want to take the project on. And certainly not before you have agreed the delivery deadlines etc. Even if it is an NDA.

I also think it is perfectly reasonable to discuss beforehand whether you will be mentioned as the translator.


Agree - you should be free to raise a question about anything you're uncomfortable with. Any reasonable client will understand and make reasonable accommodation. If they won't bend on this, they won't bend on other things (such as getting paid) and you could view it as advance warning of trouble ahead.


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TonyTK
German to English
+ ...
Yes, nice ... Dec 9, 2009

John Rawlins wrote:

This sounds like an email from some parallel universe where poetry is a high-risk high-return business and poem piracy is a constant danger.



... to finish the day with a smile.


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Laurent KRAULAND  Identity Verified
France
Local time: 10:10
French to German
+ ...
Enforceable or not... Dec 9, 2009

Kevin Fulton wrote:
As John Rawlins pointed out, penalties are essentially unenforceable from the US. I'd sign and not worry about it.

it is a contract. I would worry about signing it...


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Samuel Murray  Identity Verified
Netherlands
Local time: 10:10
Member (2006)
English to Afrikaans
+ ...
Cross out the sections you don't like Dec 9, 2009

Aradai Pardo M wrote:
If you were in my shoes, would you sign it? Do you think it might have a nasty outcome? Is it just an American agency being paranoid? Or is it just an agency used to dealing with sensible information and trying to follow regular procedures?


It's probably just a lawyer who learnt in college that this is the way to draw up a standard contract, and so he did it this way, and so your client thinks that since he's a lawyer and lawyers always know better, then it must be standard.

What I would do, is print out the contract, then take a ruler and a pen, and cross out the sections that you disagree with, counter-sign in the margin, and scan and send or fax it back to them. Always keep copies of everything you sign. If they don't accept your altered contract, don't work for them.


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Aradai Pardo Martínez  Identity Verified
Mexico
Local time: 03:10
Swedish to Spanish
+ ...
TOPIC STARTER
Thank you! Dec 9, 2009

Thank you again for all your comments!

I wrote the agency a very polite email about 20 hours ago and I haven't received a reply yet, so I'll wait until tomorrow. If they answer and we discuss the details of project (I don't even know what language pair they want!) and then some details of the NDA , I'll sign it, but if they don't , I guess I won't have to worry about it anymore.

Still, the fact that they don't reply to a mail makes me feel a bit uneasy about the whole thing.

: P


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Luis Arri Cibils  Identity Verified
Local time: 03:10
Member (2003)
English to Spanish
+ ...
The quoted law does not apply to you Dec 9, 2009

Dear colleague,

The quoted law, P.L. 104-191, does not apply to you. That law is HIPAA, the Health Insurance Portability and Accountability Act of 1996 (http://aspe.hhs.gov/admnsimp/pl104191.htm) which protects against disclosure of personal medical information. The draconian penalties mentioned ($250,000 fine and up to 10 years imprisonment) are established, as mentioned in the contract, in §1177(b)(3), but said section just states: “if the offense is committed with intent to sell, transfer, or use individually identifiable health information for commercial advantage, personal gain, or malicious harm, be fined not more than $250,000, imprisoned not more than 10 years, or both.”

How on Earth you can violate that law translating poetry is beyond the understanding of any reasonable (even any unreasonable) mind.

Often, translation agencies, trying to minimize their legal expenses, ask their attorneys to draft a very generic, all comprehensive contract protecting them even against Final Judgment. The attorneys, knowing nothing of the mechanics of the translation business comply. After all, they are paid for their “services.”

In the end, as I once told an agency, the sole result is getting a contract that true professional translators refuse to sign but it is signed by those that would sign whatever to get an assignment, yet it does not really protect the agency. That agency allowed me to scratch those parts that I did not like and we worked together. They did know they were getting a free advice from an attorney and translator.

Scratch at will!

Luis


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