Signed NDAs but no worked received
Thread poster: Pipoi

Pipoi
Spain
Local time: 22:55
English to Spanish
+ ...
Oct 1

Hi all!

I've been working as a freelance translator for some years now and in this time I have signed a number of NDAs, some of which I can't even remember! So are those NDAs or agreements really valid or legally binding if I never received any project and never heard of the translation agency again?
I've read about the "consideration" concept in legal contracts (basically they are void if one of the parties doesn't receive something in exchange), but I can't help wonder what
... See more
Hi all!

I've been working as a freelance translator for some years now and in this time I have signed a number of NDAs, some of which I can't even remember! So are those NDAs or agreements really valid or legally binding if I never received any project and never heard of the translation agency again?
I've read about the "consideration" concept in legal contracts (basically they are void if one of the parties doesn't receive something in exchange), but I can't help wonder what happens with all the NDAs we sign for clients we never hear of again? And what happens if they include some illegal clause? I suppose there must be some law or something that makes them void?
I would include here agreement with non-compete clauses...

Thanks you all for your thoughts!
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Sheila Wilson  Identity Verified
Spain
Local time: 21:55
Member (2007)
English
+ ...
You can't disclose what you don't know Oct 1

As the title says, I don't see how an NDA can really come into effect until they send the first file as the end-client's data is the most important thing you aren't supposed to disclose. Until you start working with them you don't get to know the first thing about the agency or its clients so there really isn't anything to disclose. And a non-compete agreement only comes into force then too and should last for a finite time and refer to a finite clientèle that you know to be linked to your clie... See more
As the title says, I don't see how an NDA can really come into effect until they send the first file as the end-client's data is the most important thing you aren't supposed to disclose. Until you start working with them you don't get to know the first thing about the agency or its clients so there really isn't anything to disclose. And a non-compete agreement only comes into force then too and should last for a finite time and refer to a finite clientèle that you know to be linked to your client.

File and forget is what I've always done, although I haven't actually signed that many in 20 years. I always consider myself to be bound by unwritten NDA and non-compete clauses anyway so it doesn't make much difference at my end of things.
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Teresa Borges
 

Samuel Murray  Identity Verified
Netherlands
Local time: 22:55
Member (2006)
English to Afrikaans
+ ...
@Pipoi Oct 1

Pipoi wrote:
So are those NDAs or agreements really valid or legally binding if I never received any project and never heard of the translation agency again?


Yes, I think they are still valid. Why would they no longer be valid?

The majority of NDAs that I have signed basically says to the client that I promise to keep his information confidential if he shares such information with me. If no information is ever shared, then there is nothing to keep confidential (but the promise remains in force). If there is no termination date mentioned in the NDA, then I believe the NDA remains valid basically forever, until you cancel it, or until you sign a newer NDA that overrides the old one.

I believe you can also cancel an NDA even if the client had shared confidential information with you, but the information that he shared with you while the NDA was not yet cancelled remains confidential for the period stated in the NDA even if you no longer have an NDA with the client for all subsequent information.

The argument that an NDA automatically becomes invalid if the business relationship that the NDA was meant for did not materialise, does not seem right to me, but IANAL. Yes, requiring that you sign an NDA implies that the client intends to share confidential information with you, but it places no obligation on him to do so, and if he doesn't, the NDA simply becomes dormant (i.e. it exists as a promise that you'll do X if the client does Y).

I've read about the "consideration" concept in legal contracts (basically they are void if one of the parties doesn't receive something in exchange)...


It is my understanding that consideration doesn't have to be money, but can be any benefit. The fact that the client shares information with you, is a benefit; the fact that you will not disclose the client's information, is a benefit; and even the fact that the disclosure of the information can harm the client, is a benefit (in the negative sense).

I can't help wonder what happens with all the NDAs we sign for clients we never hear of again?


Well, what you should do is keep a folder on your computer with all the agreements that you have ever signed, and keep hard copies of them in a binder as well. One thing you can do is to examine these agreements every month or year and determine which of them you wish to cancel, and then send notice to the clients that you cancelled them.

If you really don't want to be encumbered by unnecessary NDAs, you can also cancel the NDA if you haven't had any work from the agency after a month or two. Simply tell the client that you don't want to keep the NDA alive if the job that you signed the NDA for, is no longer available. However, I tend to sign only NDAs that would not harm me if I forget that I had signed them.


 

Pipoi
Spain
Local time: 22:55
English to Spanish
+ ...
TOPIC STARTER
Thanks! Oct 1

Thanks you both for your comments

 


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