| Pages in topic: < [1 2] | Negotiating confidentiality agreements Thread poster: Nadezhda Kirichenko
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Theo Bernards wrote:
I have my own Non-Disclosure Principle which I mention on my website.
Samuel Murray wrote (to Theo):
I can't find your non-disclosure agreement/statement/pledge/principle on your web site. You refer to it but don't actually provide it. Or am I missing something?
As I understand it, Theo mentions it on his web site, while I have it published on mine (link above).
Meanwhile...
Daria Bontch-Osmolovskaia wrote:
Hi Theo,
that's an excellent idea, I love it! Would it be ok if I copied the text of your non-disclosure agreement, re-wrote it a bit and posted it on my own website, please?
Yes, Daria, if you or anybody else wants to use/adapt/improve my "pledge", you are welcome to do so.
Theo, if you have it available online, you might as well provide the link here, so our fellow Prozians (myself included) could benefit from your ideas too.
| | | | Samuel Murray 
Netherlands
Local time: 18:23
Member (2006)
English to Afrikaans
+ ...
| José and Theo's NDAs, and mine | Feb 2, 2011 |
José Henrique Lamensdorf wrote:
As I understand it, Theo mentions it on his web site, while I have it published on mine (link above).
That is how I understood it, too, although I had hoped that Theo would have a copy of the agreement on his web site for clients to read.
José, let me see if I understand your NDA correctly:
Non-disclosure:
José limits non-disclosure specifically to source text files that the client sends him, and to the identity of the client. In other words, reference materials, TMs, glossaries etc that the client sends him, is not covered by José's pledge of non-disclore, and neither is information like the amount of money involved, the , and language combination. José does not regard material as confidential if it is material that the client will eventually make public.
Theo offers "absolute discretion" (whatever that means) but limits non-disclosure to paying clients. In other words, if a client does not pay, then Theo may disclose.
Document retention:
José destroys all materials that were paid for either on time or up to 30 days late.
Privacy:
José will not ask clients to be references, but may use clients as references without their consent if in his opinion they have an interest in being used as references.
Is that correct?
All this talk about translator NDAs got me to writing my own, but I'd like to have comments on it too:
http://wikisend.com/download/567198/generic%20my%20own%20nda.doc
| | | | | A few answers | Feb 2, 2011 |
Samuel Murray wrote:
José, let me see if I understand your NDA correctly:
Non-disclosure:
José limits non-disclosure specifically to source text files that the client sends him, and to the identity of the client. In other words, reference materials, TMs, glossaries etc that the client sends him, is not covered by José's pledge of non-disclore, and neither is information like the amount of money involved, the , and language combination. José does not regard material as confidential if it is material that the client will eventually make public.
I treat CAT tools as my problem. I equate them to a cab owner/driver having - or not - automatic transmission and/or power steering in their car. All my good clients don't care if I use a CAT tool, as long as I don't leave any trace of their usage in my deliverables. The single exception was one that provided me with Passolo to do one job for them using it. No problem at all.
As TMs replicate the text in the translation, I consider it implicit that they deserve as much confidential treatment as the text itself. Otherwise, it would be as stupid as not disclosing original files, only copies of them.
I don't keep TMs, one exception being a frequently recurring end-client via an agency, who has often similar documents to translate in an ever-increasing hurry. Otherwise I open a new TM for each new project, and delete it afterwards.
If the client will make the material public, without asking the client, i will tell anyone when I consider appropriate, Hey, I've translated some great stuff on this subject you are looking for! Have a look at (web site URL / video or book title) from (client name/contact info).
Regarding money, I must report to the Brazilian income tax authorities the amounts I received from clients. If I apply for a US visa, the American authorities will want to see evidence of my income, to make sure I'm not going there with the intention of becoming an illegal alien. My bank might want to see evidence of my income before granting me a loan. So I don't want these things secluded by a non-disclosure agreement. However it is to my best interest not to disclose them to anyone unless necessary.
Samuel Murray wrote:
Document retention:
José destroys all materials that were paid for either on time or up to 30 days late.
Lessons learned, lessons kept. The only case of non-payment & client going MIA I had involved translating a long series of e-mails between two large international IT companies. After my client failed to pay for 30 days beyond the agreed due date, and vanished leaving no trace, I wrote a report on the incident, and sent it to all e-mail addresses appearing there. At least one of them whould know to whom that translation was originally outsourced, and would take action to ban that vendor. I bit the bullet, but never had any feedback.
On the other hand, I'm legally required to keep a copy of all sworn translations I've ever done, in hardcover-bound, up-to-400-page books. I keep them on CDs as well, for my convenience. Nevertheless - though the law says nothing about it - I won't provide copies to anyone other than the original requestor, unless demanded by a court order. (Imagine this... the ex-wife is appealing to increase her alimony, and her lawyer finds out that I translated her ex-husband's income tax return for some international deal he's about to close. I want no part of it! However if they convince a judge that they are entitled to introduce that as evidence, I'll have to obey to a court order.)
Samuel Murray wrote:
Privacy:
José will not ask clients to be references, but may use clients as references without their consent if in his opinion they have an interest in being used as references.
Is that correct?
I'll give you examples.
I translate video, both for dubbing and subtitling. In the latter case, I can go alone all the way, say, from a VHS tape to a fully interactive (i.e. menu-driven, with chapters, etc.) subtitled DVD. Some clients - video producers - only ask me to do part of the job, e.g. translation-only, or translation+spotting.
However when it's about dubbing, my job ends at a translated script for the dubbers. If a client asks me about a complete dubbing job, I'll recommend those of my clients I know that deliver a good dubbing job. On the other hand, I will not recommend, for instance, a client who ordered from me a full-feature movie translation for dubbing, openly to impress a TV network and get a contract, so they could later do it with cheaper translators. If they were caterers, I guess they'd serve caviar at the tasting, and baloney at the party.
| | | | Daria Bontch-Osmolovskaia (X)
Australia
Local time: 02:23
English
+ ...
Just to throw a couple of ideas into the mix - there are already a number of very good Codes of Ethics and Professional Conduct for translators out there, it might be a good idea to use them as well?
For example, I am based in Australia, and we are lucky to have NAATI, an official certification body. Therefore I abide by the official ... See more Just to throw a couple of ideas into the mix - there are already a number of very good Codes of Ethics and Professional Conduct for translators out there, it might be a good idea to use them as well?
For example, I am based in Australia, and we are lucky to have NAATI, an official certification body. Therefore I abide by the official AUSIT Code of Ethics - http://www.ausit.org/eng/showpage.php3?id=650 It also looks good to have that on my website (or, at least, I think so!).
In regard to the destruction of documents, before you start erasing half of your hard drive, there are other legal issues that must be considered. For example, Jose has to keep copies of all sworn translations, that's understood.
I have to keep for 5 years copies of all business documentation (such as invoices, purchase orders, quotes) and all business communications with the client (emails, letters), because that's an Australian legal requirement. That means that I cannot tell my clients that I will destroy their files after 30 days - the files are part of this communication, and I have to keep them for 5 years. However, I do keep them completely confidential.
So do research into your country's legislation first! ▲ Collapse
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Samuel Murray
Netherlands
Local time: 18:23
Member (2006)
English to Afrikaans
+ ...
| Are attachments legally part of e-mails? | Feb 3, 2011 |
Daria Bontch-Osmolovskaia wrote:
That means that I cannot tell my clients that I will destroy their files after 30 days - the files are part of this communication, and I have to keep them for 5 years.
This is an intereresting point, and I think one would have to consult the tax department of one's country for the answer in each case.
On the computer screen, it may look like attachments are separate entities and do not form part of the "correspondence" part of e-mails, but from a technical perspective the attachment is unremovably part of the e-mail message. So if you have to keep copies of all your e-mails, from a technical point of view this would include all the files sent from the client to you and vice versa, unless you use FTP or an online storage system to exchange files.
Legal opinion doesn't always follow technical fact, though, and it is quite likely that a country's tax department may consider attachments to be distinct from e-mail letters, in the same way as packages sent by ordinary mail aren't considered business correspondence (even if the letters attached to the packages are).
The fact is that we deliver attachments via e-mail purely for convenience -- in a computer world that mimicks the real world, the attachments would usually arrive separately, and possibly not even in the e-mail program either.
| | | | Samuel Murray
Netherlands
Local time: 18:23
Member (2006)
English to Afrikaans
+ ...
| Comments on José's comments to my comments | Feb 3, 2011 |
José Henrique Lamensdorf wrote: Samuel Murray wrote:
José limits non-disclosure specifically to source text files that the client sends him, and to the identity of the client. In other words, reference materials, TMs, glossaries etc that the client sends him, is not covered by José's pledge of non-disclore... As TMs replicate the text in the translation, I consider it implicit that they deserve as much confidential treatment as the text itself.
True, but my comment above related to TMs that you receive from the client that does not replicate the source text. I understood your NDA to mean that you'll keep only the source text (and eventually its translation also) confidential, but not any other files you receive from the client (such as previous TMs, reference materials, glossaries etc).
José does not regard material as confidential if it is material that the client will eventually make public. If the client will make the material public, without asking the client, i will tell anyone when I consider appropriate, Hey, I've translated some great stuff on this subject you are looking for! Have a look at (web site URL / video or book title) from (client name/contact info).
Yes, but surely you'll say that only *after* the client had made the information public. Your NDA suggests that you won't wait for the client to make his information public -- if you believe that he will eventually make it public, then you won't wait for that to happen before you start blabbing.
Imagine this... the ex-wife is appealing to increase her alimony, and her lawyer finds out that I translated her ex-husband's income tax return for some international deal he's about to close. I want no part of it!
And that is why not only the content of the translation but also the fact that you did the translation (or a translation) for that person should be kept a secret as far as possible.
| | | | Krzysztof Kajetanowicz (X)
Poland
Local time: 18:23
English to Polish
+ ...
| excellent post, deserving of an article | Feb 3, 2011 |
Signing only such NDAs that actually make sense to you is like buying travel insurance. Just like you don't expect to have an accident while abroad, you don't expect anyone to take advantage of a skewed NDA. That's not a reason to give up precautions when an NDA is messy.
Nadezhda Kirichenko wrote:
2. Definition of Confidential Information
Very often the agreements state that ANY information received from the agency/client should be treated as confidential and there's a potential issue here as well. It is possible that part of the information submitted to the translator (1) is already public / is in public domain which makes the requirement to keep such part of information confidential redundant. Also, it might be worth carving out the situation (which might be rare) where (2) it is necessary for the translator to disclose the information by action of any court or regulatory authority or by a requirement of law (for the purposes of protecting the translator's rights for example).
Let me just add three more points that I include in my standard NDA that I suggest to clients when they ask for one. The NDA explicitly excludes information that:
(3) I'd already known before the client disclosed it to me,
(4) I received from a third party in a legitimate way,
(5) the client allowed me to release (even if not strictly in writing).
| | | | Daria Bontch-Osmolovskaia (X)
Australia
Local time: 02:23
English
+ ...
Samuel Murray wrote:
On the computer screen, it may look like attachments are separate entities and do not form part of the "correspondence" part of e-mails, but from a technical perspective the attachment is unremovably part of the e-mail message. So if you have to keep copies of all your e-mails, from a technical point of view this would include all the files sent from the client to you and vice versa, unless you use FTP or an online storage system to exchange files.
Legal opinion doesn't always follow technical fact, though, and it is quite likely that a country's tax department may consider attachments to be distinct from e-mail letters, in the same way as packages sent by ordinary mail aren't considered business correspondence (even if the letters attached to the packages are).
The fact is that we deliver attachments via e-mail purely for convenience -- in a computer world that mimicks the real world, the attachments would usually arrive separately, and possibly not even in the e-mail program either.
True, attachments can be seen either way, as separate entities or unremovable part of the message (although it's quite easy to remove attachments from any email in Outlook). I prefer to err on the side of caution and just keep the lot, archiving it on an encrypted external backup HDD - both emails and the folders where I file all my clients' files. It's just easier that way.
If we still lived in the typewriter times... hmm. I guess I would see any letters or packages from the clients as communications, and would make sure that I have a copy of everything. What I mean is, if you are going to send a paper letter and a paper copy of the translation together in one envelope, doesn't the whole lot count as 'communication'?
It's probably not that important for me to keep everything for the tax department. However, I go to an accountant to do my taxes, and if he gets audited (even randomly), I could get audited as well, together with all their clients. Better safe than sorry.
[Edited at 2011-02-04 00:39 GMT]
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