Non-compete clause in an NDA
Thread poster: Ksenia Yakovleva

Ksenia Yakovleva
Germany
Local time: 09:09
German to Russian
+ ...
May 9, 2014

Hello!
I am a newby freelance translator and about to sign a non-disclosure-agreement with an agency. From what I read here I understood that most of it is perfectly normal, but I have a question about the "non-compete clause", where it says "the translator/writer will not operate, possess, be employed by, or consult for, either directly or indirectly, any business or entity that offers programs, systems or techniques similar to those utilized by _company name_". It refers to the time while I am working for this agency and two years after completion of the contract.
I am not sure what it means. As a freelance translator, I definitely will be employed by companies which are similar to this one. It is not a translation agency in the first place but a marketing company which employs freelance writers and translators. So would I be breaking the agreement if I worked for another similar agency?
Thanks in advance!


 

Anton Konashenok  Identity Verified
Czech Republic
Local time: 09:09
English to Russian
+ ...
Don't walk - run May 9, 2014

The clause in question is dangerously vague and exposes you to serious abuse. Personally, I would never, ever sign anything with this kind of wording. Either they make it reasonable and specific, or they can look for a potential victim elsewhere.

 

Sheila Wilson  Identity Verified
Spain
Local time: 08:09
Member (2007)
English
+ ...
What on earth are they referring to? May 9, 2014

Have you thought to ask them that? I wonder if they can give you a straight answer? Or perhaps they have no idea: it just sounded awfully useful and legal-like.

We can't possibly even know who we're working for indirectly, as that would be the end-client of agencies a lot of the time, and agencies often don't tell us if we don't need to know.

Anyway, similar techniques??? Does that exclude working for anyone who uses Word to keep track of changes, as they do?


 

Łukasz Gos-Furmankiewicz  Identity Verified
Poland
Local time: 09:09
English to Polish
+ ...
Sums it up pretty nicely May 9, 2014

Sheila Wilson wrote:

Anyway, similar techniques??? Does that exclude working for anyone who uses Word to keep track of changes, as they do?


I'd try pointing out to them that, with all due respect, the technologies and systems used by agencies are not unique, they are all similar. In the extreme example, this includes working with tracked changes or Excel sheets.

Plus, the non-compete clause apparently doesn't work to prevent you from stealing their clients but to give them exclusive rights to your services, which is not warranted from a freelance translator's point of view. You are not, say, a full-time external manager or sales rep who can live off one company. You're a freelance service provider who pretty much by definition works for a lot of different people.

If they hypothetically don't listen to that — and particularly if they say something like: 'sorry, but we cannot collaborate unless you sign the agreement,' which seems to be the current fad — tell them that they're acting in a grossly unreasonable way and you don't want to have anything to do with it.


 

Ksenia Yakovleva
Germany
Local time: 09:09
German to Russian
+ ...
TOPIC STARTER
Thank you! May 9, 2014

Thank you very much for your comments! I have read the NDA various times now, and more and more questions are coming up, so I will definetly ask the company about them.

 

Sarah McDowell  Identity Verified
Canada
Local time: 02:09
Russian to English
+ ...
Suggest changes to the NDA May 9, 2014

Companies are quite often happy to amend their agreements and willing to come to your terms. Make sure that you don't sign anything until you're happy with the NDA.

 

Lincoln Hui  Identity Verified
Hong Kong
Local time: 15:09
Member
Chinese to English
+ ...
Seconded May 9, 2014

Sarah McDowell wrote:

Companies are quite often happy to amend their agreements and willing to come to your terms. Make sure that you don't sign anything until you're happy with the NDA.

I did this recently, adding a clarification amendment stating that said clause would not interfere with any contact that would occur in normal course of business.


 


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Non-compete clause in an NDA

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