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Should I sign a Confidentiality Agreement ?
Thread poster: Paula Oriani

Paula Oriani  Identity Verified

English to French
+ ...
Aug 29, 2012

Hi,
I would appreciate having your advice about a Confidentiality Agreement . Although I am an experienced translator, I do not have much experience working with agencies. I have received an email form a european agency : “Are you a freelance translator... ?” and saying they have a very large project to translate (thousand words) and they are looking for the very best translators to join them etc. I replied and sent some information. Now they sent me some forms to fill and a Confidentiality Agreement with them.
The agreement says that as a freelancer to - agency name- I undertake to treat the business of - agency name- customers in the strictest confidence. It is followed by several clauses which are about protecting their customer’s information. What makes me uncomfortable is :

1) I am asked to sign this agreement which bounds me with the agency, in case that I receive an assignment for them. What I mean is that they say they have a project coming (actually 1000 words is not large for my standards) but there is nothing in concrete.

2) I do not know who their customers are. What if some of their customers are already my customers?

3) A clause says that the obligation to maintain secrecy shall continue in full after my employment or working relationship has ended.

4) This confidentiality agreement shall be valid from the date of signature.
I understand the importance for agencies to make sure that their customer’s information is protected, and I do not wish to lose the opportunity with this agency (if there is one …). However, I feel that this agreement goes too far.

Plus, they do not mention payment method and terms. I was thinking on sending them my own general terms… What is your advice? How do you deal with this type of agencies ?

Thanks in advance!


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LilianNekipelov  Identity Verified
United States
Local time: 21:34
Russian to English
+ ...
Hi, Paula. Yes, absolutely, you have to sign Aug 29, 2012

a confidentiality agreement if you want to work for agencies. You could just check if there isn't anything unusual in the agreement, but you have to sign confidentiality agreements for most companies.

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Ty Kendall  Identity Verified
United Kingdom
Local time: 02:34
Hebrew to English
Doesn't seem too restrictive or prohibitive to me Aug 29, 2012

Paula Oriani wrote:
1) I am asked to sign this agreement which bounds me with the agency, in case that I receive an assignment for them. What I mean is that they say they have a project coming (actually 1000 words is not large for my standards) but there is nothing in concrete.


How does it bind you to them? Just by signing an NDA doesn't usually mean you have to end up doing any work for them. It's quite common for an agency to ask you to sign an NDA even when the project they want you to sign the NDA for has not/may not materialize.

2) I do not know who their customers are. What if some of their customers are already my customers?


I don't see the problem here really - if their customers are already your customers then you are already privy to their confidential information and so must be used to keeping it under wraps. Although I'm not entirely sure what you mean - I don't think there's a conflict of interest - if that's what you mean.

3) A clause says that the obligation to maintain secrecy shall continue in full after my employment or working relationship has ended.


That's normal. It just means you can't go blabbing to all and sundry as soon as the project has ended....which you'd expect anyway. It's just legal back-covering.

4) This confidentiality agreement shall be valid from the date of signature.


Perfectly normal.

Plus, they do not mention payment method and terms. I was thinking on sending them my own general terms… What is your advice? How do you deal with this type of agencies ?


That's a good thing. You don't want them setting the payment method and terms. That's your job (as a freelancer).

I wouldn't sweat it, there's nothing here that is particularly sinister, no highly unfair penalty clauses or getting-out-of-payment clauses (that I know of from what you've said).

It's a matter of course for many agencies to get you to sign these NDAs the moment they open negotiations with you. It's premature yes, but probably just a time-saving measure for the most part. I don't think they're trying to entrap you.

Although I do find it odd that they think 1000 words is a "very large" project. Unless they specialize in marketing blurbs and advertising slogans, 1000 words is relatively small.

[Edited at 2012-08-29 13:28 GMT]


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Paula Oriani  Identity Verified

English to French
+ ...
TOPIC STARTER
But there is no PO... Aug 29, 2012

Ty,
Thanks so much for your comments, they provide me with some perspective. But, the question is... would you sign it even if you have not received a PO ? What I mean is that I am asked to sign this agreement without any concrete offer.

Paula


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Ty Kendall  Identity Verified
United Kingdom
Local time: 02:34
Hebrew to English
It's not unheard of Aug 29, 2012

In a nutshell, yes (as long as there aren't any sinister clauses lurking in there somewhere).

I've done it before (unknowingly at the time), signed an NDA for an agency I never ended up doing the project for in the end - for whatever reason.

I understand why some translators don't like doing it without a concrete offer of work, I don't ideally, not least because it is still your time being taken up reading and signing the thing, and when there's no work forthcoming - it's a bit of a waste of time, although once you have jumped through their hoops there should be no obstacle next time if they approach you with another project - theoretically.

But, you are perfectly within your rights to refuse to sign the NDA without a more concrete offer of work/PO. There's nothing wrong with saying "I have no problem signing your NDA but will only do so upon the confirmation of a commission of work" or something along those lines.

[Edited at 2012-08-29 13:52 GMT]


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Marina Soldati  Identity Verified
Argentina
Local time: 22:34
Member (2005)
English to Spanish
+ ...
NDA vs Terms and Conditions Aug 29, 2012

Hi Paula,

It´s common practice for some agencies to send NDAs even before negotiations with the agency begin.

I´ve even been asked to sign NDAs before receiving test translations from some agencies.

The NDA just states that you won´t disclose any information the agency sends you.
Is there any term stating that you cannot contact directly or receive translation jobs from their clients? If there is, that would be a different story.

The other terms you refer (rate, payment terms, payment means) will be included in the agency´s Terms and Conditions, which they might ask you to sign, or not, once they send you real work. Or they can just be stated in the PO.

HTH

Marina


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Neil Coffey  Identity Verified
United Kingdom
Local time: 02:34
French to English
+ ...
A contract is a mutual agreement Aug 29, 2012

Remember a contract is supposed to be an *agreement* between parties, not orders imposed by a dictatorship.

If you feel uncomfortable with the contract as it stands, then propose amendments to the parts you don't agree with. For example, you could propose that the restriction on being able to work for a particular end client runs for up to 6 months following the last piece of work that the agency passed to you on behalf of that client.

Also bear in mind that in reality, if it ever really came to it, contracts govern things that a judge deems it reasonable for them to govern. If they have a clause saying "after signing up with us, you will never ever work for client X ever ever again in the universe, even 20 years after that client stopped contracting us", it is very likely that a judge would void that clause, if not the whole contract.

I would also say that in my experience, there are 2 types of agency:

(a) those that have plenty of work and occupy their time managing the actual translations
(b) those that won't have that much work for you, and occupy their (and your) time faffing about with paperwork.

If you're arguing over contracts for a 1,000 word tiddler, I would say this agency is showing all the signs of being a type (b) agency...


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Paula Oriani  Identity Verified

English to French
+ ...
TOPIC STARTER
True, but ... Aug 29, 2012

Marina,
Thanks for your comments. I guess that what really bugs me is the fact that it bounds me from the time I sign until ...forever, because the confidentiality agreement "shall be valid from the date of signature." And, I am responsible if my machine gets hacked or stolen (It says I must take all organisational and/or technical measures required to protect all personal data in customers’ files against unreliable processing and, in particular, unauthorised access).

Paula


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Sheila Wilson  Identity Verified
Spain
Local time: 02:34
Member (2007)
English
+ ...
Agree with all that Neil has said Aug 29, 2012

Neil Coffey wrote:
I would also say that in my experience, there are 2 types of agency:

(a) those that have plenty of work and occupy their time managing the actual translations
(b) those that won't have that much work for you, and occupy their (and your) time faffing about with paperwork.

If you're arguing over contracts for a 1,000 word tiddler, I would say this agency is showing all the signs of being a type (b) agency...


I know just what you mean by that. I would advise the OP to quote her own T&C first and see how the agency views them. It would be crazy to spend any more time on them (particularly for just 1000 words) before that: they might say "WHAT!? That's three times what we can pay you!"


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José Henrique Lamensdorf  Identity Verified
Brazil
Local time: 22:34
English to Portuguese
+ ...
Usually they just want some assurance Aug 29, 2012

All they want is the ability to hold you accountable if:
a) you steal their clients and bypass the agency, serving them directly;
b) sensitive information from their clients leaks to competitors, the web, or the press;
c) you disclose to their clients that while that agency charges up-front or COD, they pay you, the translator, e.g. 45 or 60 days later.

I've made my own NDA public. For some outsourcers that's enough to get started.

Considering your specific case, say, if you already work for ACME, and they send you a job that is visibly from ACME, you should tell them about it. If ACME is big enough as a company, chances are that while you are working directly for e.g. their engineering deparment, the legal department routes its translation work through an agency. In this case I would be very careful not to give the agency my contacts at ACME, claiming a NDA, nor let any of my contacts at ACME know that I am working for another department of theirs through an agency.

I place each client in an airtight, opaque compartment. I behave like the proverbial Polish elephant - słoń Trąbalski - who had no memory (he tied his trunk to a knot to remember something... yet he couldn't remember what!). Sometimes a client calls me with a job, however they are concerned about confidentiality. They tell me that I already did some work for them... but I tell them I don't remember, because I had Alzheimer's onset at age 15.

If it's on the up-and-up, that's all they want. Yet as Neil aptly pointed out, some outsourcers get a kick out of pestering translators with paperwork, before they finally reveal their low rates and long payment terms.


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Ty Kendall  Identity Verified
United Kingdom
Local time: 02:34
Hebrew to English
A slightly hypocritical clause that's all Aug 29, 2012

Paula Oriani wrote:

Marina,
Thanks for your comments. I guess that what really bugs me is the fact that it bounds me from the time I sign until ...forever, because the confidentiality agreement "shall be valid from the date of signature."


I think Neil is right here, if it came to it I don't think a judge would uphold a clause as meaning "forever" in practice. If it really makes your skin crawl then ask for an amendment to include a temporal limit.

And, I am responsible if my machine gets hacked or stolen (It says I must take all organisational and/or technical measures required to protect all personal data in customers’ files against unreliable processing and, in particular, unauthorised access).


As long as you take normal precautions,... I can guarantee this agency will/would send you the files over an unencrypted email channel, so I doubt they are all too serious about such tight security and as long as you can prove you took measures to protect the data (delete the files after completion if you must) then there's nothing to worry about there I'd say.


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Paula Oriani  Identity Verified

English to French
+ ...
TOPIC STARTER
Thanks for your input Aug 29, 2012

Sheila, as you say, all that fuss for 1000 words... ! Actually I did send them a fee schedule , with rates obviously higher that what they offered, and after receiving it they sent me the forms and the NDA...

José, no problem with keeping info. confidential, that is how I work too. I guess it is then a matter of deciding if I wish to put all this time into filling the foms...


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polyglot45
English to French
+ ...
you may need professional liability insurance Aug 29, 2012

I'm not trying to frighten you but if the agency looks like wanting to pass the buck in the event of incident, you would be as well to take precautions.
You work into French. Not sure whether or not you are a member of SFT (Société française des traducteurs) but if you go to the www.sft.fr website, you will see that you can acquire insurance at advantageous rates through the association.
A bon entendeur.....


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Paula Oriani  Identity Verified

English to French
+ ...
TOPIC STARTER
Interesting Aug 29, 2012

Merci Polyglot45 for the advice, I'll check there

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