Another Translator/Agency CDA
Thread poster: roguestate
roguestate
Local time: 00:42
Swedish to English
+ ...
Aug 27, 2013

Here we go again...

I just received this document to sign that states:

1. Contributions and Inventions. While contracted by XXX, Vendor may make contributions and inventions of value to XXX. “Contributions” and “inventions” are understood to include all discoveries, creations, developments, improvements, and ideas, whether or not they are patentable or copyrightable and regardless of their form or state of development. This Agreement covers contributions and inventions of any kind that are conceived or made by Vendor while performing work in the service of XXX, alone or with others, while Vendor is contracted by XXX. This Agreement also covers such contributions and inventions, regardless of whether they are conceived or made during regular working hours or at Vendor’s place of work, that (i) relate to XXX’s business or potential business, (ii) result from tasks assigned to Vendor by XXX, or (iii) are conceived or made with the use of XXX’s facilities or materials. With respect to contributions or inventions covered by this agreement, Vendor agrees that:


(a) Vendor will not disclose them to anyone other than authorized XXX personnel.


(b) They are hereby assigned to XXX. They will belong solely to XXX from conception and following termination of XXX and Vendor’s contractual relationship.


(c) Vendor will, at any time, either during the time Vendor is contracted or thereafter, assist XXX in obtaining and maintaining patent, copyright, trademark, or other appropriate protection for them, upon XXX’s request and at its expense, and XXX will reimburse Vendor for the time expended in assisting XXX according to an agreed-upon hourly fee arrangement.


(d) By entering into this Agreement, xxxx does not waive, and expressly retains, its implied licenses and other rights resulting from its contracting of Vendor.



I do not have any objection to (a) & (c) as I have always considered (a) to be implicit, and (b), while being novel in an NDA for me, it does not appear to elicit any overt limitation or encumbrance.

I replied as follows:

I stumbled at this hurdle:

(b) They are hereby assigned to XXX. They will belong solely to XXX from conception and following termination of XXX and Vendor’s contractual relationship.

This requirement could be acquiesced to when accompanied by a regulating clause stipulating instant payment for services rendered; i.e C.O.D. Otherwise I see little point in you paying your translators, as the document is already your property and I am thus transferring rights to my work before the principal rationale of my participation in the exchange has been met.

I have no objection to the ratification of this clause in this case.


I wrote it with tongue in cheek, hoping that they will tell me to get lost.


But minutes later I got blindsided by this:

"Please feel free to make that amendment initial the amendment and sign and return."

Any ideas for a suitable amendment?

TIA


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Łukasz Gos-Furmankiewicz  Identity Verified
Poland
Local time: 23:42
English to Polish
+ ...
... Aug 27, 2013

Replace:

'conception' with:

'the full payment of Vendor's compensation'

or 'remuneration' or just 'payment' or whatever your pay is called in the rest of that contract.


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Another Translator/Agency CDA

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