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Non-Disclosure Agreement: Is this typical?
Thread poster: Rebecca Lyne

Rebecca Lyne
France
French to English
+ ...
Jul 17, 2015

Would you consider this a standard type of NDA for freelancers to sign?

It reads as follows:


I, the undersigned, ………………………………….,

Address: …………………………………………………………

- hereby undertake, for a period of 10 (ten) years after the last service provided for XX and from the date on which I receive the documents for translation and/or the date of the interpreting mission, that all confidential information sent to me by XX or obtained during my mission:

• will be protected and kept strictly confidential,

• will not be used, in whole or in part, for any purpose other than the one stipulated on the order form,

• will not be disclosed, either directly or indirectly, to any third party not authorised by XX.

- acknowledge that I shall not be subject to any restriction if I can furnish evidence that:

• the information has become freely available to the public without any doing on my part,

• the information had been previously disclosed to me,

• the information was received from a third party without infringing any agreement,

• XX had authorised disclosure of the information,

• I developed such knowledge internally prior to it being confidentially disclosed,

- acknowledge that I am authorised to disclose the said information for the performance of my work for XX – as applicable – to members of my staff on a need-to-know basis, provided that the aforementioned persons have been informed, in writing, that the information is confidential and agree to be bound by this non-disclosure agreement,

- acknowledge that I am responsible and accountable for the aforementioned persons in the event of any breach of this agreement,

- acknowledge that I have no economic, intellectual property or other rights in or to the documents and information sent to me by XX as part of my mission or obtained during the same,

- authorise XX to forward my written translation to their client for publication, full or partial reproduction, adaptation or subsequent translation or for my interpreting to be recorded subject to payment of the corresponding fees,

- represent that I have entered into a non-disclosure agreement with the technical support services I

use, particularly for computer-aided translation, and undertake to furnish evidence thereof if XX so requests.

In ……………. On ………………. Signature ………………………………………………………


*******

Thanks for your feedback!


 

Alistair Gainey  Identity Verified
United Kingdom
Local time: 08:26
Member (2009)
Russian to English
The final clause Jul 17, 2015

To be honest, it looks pretty standard to me, but what does this bit mean?

"represent that I have entered into a non-disclosure agreement with the technical support services I
use, particularly for computer-aided translation, and undertake to furnish evidence thereof if XX so requests"


 

Tom in London
United Kingdom
Local time: 08:26
Member (2008)
Italian to English
Feedback Jul 17, 2015

Rebecca Lyne wrote:


Thanks for your feedback!




I hate this lawyer-led approach to doing business. It holds everything up and poisons working relationships. This particular non-disclosure agreement assumes at the outset that the translator is a devious, unreliable person who has to be put on a leash. I would walk away from this.


 

Rebecca Lyne
France
French to English
+ ...
TOPIC STARTER
Not sure either Jul 17, 2015

Alistair Gainey wrote:

To be honest, it looks pretty standard to me, but what does this bit mean?

"represent that I have entered into a non-disclosure agreement with the technical support services I
use, particularly for computer-aided translation, and undertake to furnish evidence thereof if XX so requests"




Yes, I am particularly curious about this clause as well. To be honest, I am not sure what this really is attempting to cover.


 

Tom in London
United Kingdom
Local time: 08:26
Member (2008)
Italian to English
That's the whole idea Jul 17, 2015

Rebecca Lyne wrote:

...I am not sure what this really is attempting to cover.


That's the whole idea. Lawyers thrive on ambiguity. By persuading you to sign up to something you don't really understand, they have you over a barrel - for many years to come.


 

Rebecca Lyne
France
French to English
+ ...
TOPIC STARTER
TRUE! Jul 17, 2015

Tom in London wrote:

Rebecca Lyne wrote:

...I am not sure what this really is attempting to cover.


That's the whole idea. Lawyers thrive on ambiguity. By persuading you to sign up to something you don't really understand, they have you over a barrel - for many years to come.


Very True! I stopped doing translation tests years ago and now I am being confronted with this type of thing more and more. It seems too easy an out for an agency to come after freelancers if they, the agencies, make mistakes with their own clients.

I think I will politely decline this one.icon_wink.gif


 

Steven Segaert
Estonia
Local time: 10:26
Member (2012)
English to Dutch
+ ...
Perfectly OK Jul 17, 2015

Even better than average - the client acknowledges in writing that you don't hand over IPR to the translation before "payment of the corresponding fees".

The last provision, to my mind, means that you're not leaking information through the use of online or offline CAT-tools, and that you are aware of that.

I would have no problem signing this.


 

Viesturs Lacis  Identity Verified
Latvia
Local time: 10:26
Member (2014)
English to Latvian
It could have been worded a little differently... Jul 17, 2015

...but I would interpret that clause to cover the fairly typical principle of third party confidentiality. It may also refer to the use of cloud services and other online tools, but it seems less likely due to the explicit primary reference to technical support, while the reference to CAT is semantically subordinate to that.

One of the clauses in this NDA prevents the translator from disclosing the confidential information to a third party. However, this client appears aware that there are certain situations when such disclosure absolutely has to happen, and, moreover, will be to their benefit (which is rare, hence the whole NDA business). For example, if the translator runs into any issues with CAT tools, the programmers may need to take a look at the file which causes problems to their software. Same goes for any other computer problem serious enough to involve third parties - data recovery etc. To successfully complete the assigned work, the translator will need to rectify these problems. The client apparently understands this and in principle might be fine with disclosure, but wants to be sure that the translator has a confidentiality agreement with the support service provider so that the information is not disseminated further (see the clause re:staff). Were I to draft such a clause, I would have added a few extra bits to it, but if the client has no further requirements, fine by me.


[Edited at 2015-07-17 08:35 GMT]


 

Rebecca Lyne
France
French to English
+ ...
TOPIC STARTER
Not sure Jul 17, 2015

Steven Segaert wrote:

Even better than average - the client acknowledges in writing that you don't hand over IPR to the translation before "payment of the corresponding fees".

The last provision, to my mind, means that you're not leaking information through the use of online or offline CAT-tools, and that you are aware of that.

I would have no problem signing this.



I am somewhat uncomfortable with that last one as I don't specifically have NDAs with software providers or other technical support. It seems that I would have to have those in place for the plethora of possible service providers I have or will have in the future. Perhaps I am wrong...


 

Sheila Wilson  Identity Verified
Spain
Local time: 08:26
Member (2007)
English
+ ...
The last clause is interesting Jul 17, 2015

I've always expected IT maintenance people to keep my data confidential, and I'm sure they always have done. But we seem to be entering an age where the idea of mutual trust is distrusted. So perhaps we should all be requesting our IT guys to sign an NDA.

The rest of the agreement looks to me to have been cobbled together in a cut and paste way. Does it even make any grammatical sense? I'm using my phone so scrolling here there and everywhere but it seems that some parts don't make logical sentences.

The 10 years seems odd. Do we get to shout it from the rooftops the day after the expiration? Aren't Joe Bloggs' medical records confidential 11 years on? I would hope mine are!

Why not go one better? Write a single sentence to this agency saying that you will do everything in your power to keep their clients' data confidential both now and for ever more. Maybe they'll accept that instead. The better clients I deal with don't even ask for that - they expect me to be conscientious and keep everything confidential as a matter of course.


 

Tom in London
United Kingdom
Local time: 08:26
Member (2008)
Italian to English
They can't Jul 17, 2015

Sheila Wilson wrote:

I've always expected IT maintenance people to keep my data confidential....


They can't. They may know where their own servers are but they can't control your data when it ends up on other servers elsewhere. Those other servers could be anywhere from Kazakstan to Kentucky.

They call this "the Cloud" to make it seem white and fluffy, but in actual fact it's big box buildings on the outskirts of cities, controlled by God knows whom. That's where your data is.

So if you sign an agreement like the one being discussed here, you're leaving yourself open to all kinds of nightmares.

[Edited at 2015-07-17 08:45 GMT]


 

AntDunn
Local time: 08:26
German to English
Looks fairly standard Jul 17, 2015

Hi Rebecca,

We've had to sign a few of these at my agency, and it looks fairly standard. I find it's mainly the larger multinationals - especially those who develop and manufacturer new products themselves - who need to have these NDAs in place. I don't think they're making any implication that you may somehow be devious, they just need to issue NDAs to anyone who could potentially come across sensitive commercial information before they announce it to the market.

I have to admit that I've never seen this clause before:

"represent that I have entered into a non-disclosure agreement with the technical support services I
use, particularly for computer-aided translation, and undertake to furnish evidence thereof if XX so requests"

But, if I had to guess, I would assume it means that if you have a support contract with the developer of one of your CAT tools, said developer would not be permitted to disclose any information about your client if they need to remote in to you system to effect repairs. That's only a guess though!

Hope this helps,

Anthony


 

Christine Andersen  Identity Verified
Denmark
Local time: 09:26
Member (2003)
Danish to English
+ ...
It is a great deal better and clearer than some I have seen Jul 17, 2015

I would sign it.

The last bit refers, as I understand it, to cloud-based and shared TMs.

Some of my clients ask me simply not to use them at all for their work, which is another approach. (I don't use anything cloud-based AFAIK, so that is quite simple.)

This client is accepting that the big CATs have a cloud function, and people are going to use them in future. So if you do, they want to be sure their confidential data is treated as such.

There is a discussion about it in this thread, where Paul Filkin explains the position for SDL. Presumably the others will have comparable terms and conditions.

http://www.proz.com/forum/translator_resources/275698-sdl_language_cloud_versus_confidentiality_agreements.html

Services like Google Translate should not be used for anything remotely sensitive!

I don't think there is anything more sinister in it than that.
Professional translators know the importance of professional secrecy and sign codes of conduct about it. How they are worded may vary, but the principle is the same.

Less professional translators may not be so cautious - it is easy to get carried away with a good story about the language and what you do...
________________

What scares me in some NDAs is the mumbo-jumbo about holding the client indemnified in each and every situation... beyond your control or not ... in perpetuity ... and I do not sign those!


 

Yasutomo Kanazawa  Identity Verified
Local time: 16:26
No way Jose Jul 17, 2015

I stopped reading at "for a period of 10 (ten) years after the last service provided for XX".

Why should I be legally bound for this client, agency or whoever this could be, for a few hundred or maximum few thousand Euros or US dollars? If we're talking about multi-million dollar project, I might reconsider.


 

Sheila Wilson  Identity Verified
Spain
Local time: 08:26
Member (2007)
English
+ ...
But they don't need to put my data in the cloud Jul 17, 2015

Tom in London wrote:
They may know where their own servers are but they can't control your data when it ends up on other servers elsewhere. Those other servers could be anywhere from Kazakstan to Kentucky.

They call this "the Cloud" to make it seem white and fluffy, but in actual fact it's big box buildings on the outskirts of cities, controlled by God knows whom. That's where your data is.

I don't fully understand all this server business, but surely there's a difference to having data on a piece of hardware (e.g. a hard disc) and having it in the cloud, isn't there? I hope I can trust an IT technician not to upload my data to the cloud. He (or she, of course) may well have to connect my computer to the internet for one reason or another, but surely via a secure link.


 
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