Subcontracting Agreement: Opinions Needed
Thread poster: Graeme Waller

Graeme Waller  Identity Verified
Finland
Local time: 13:40
Finnish to English
+ ...
Sep 13, 2011

Hello all,

Could some of you could give your opinion on the following. An agency has asked me to sign a subcontracting agreement containing a clause that, paraphrased, states that if one of their Client's approaches me directly, I am obliged to inform them. This seems unreasonable to me, except in the case that I have approached the agency's client after obtaining the clients name from them. I am sure some will have been contacted later (after working for an agency) by client organisations quite independently; for example as the result of a previous working relationship, which occurred years before they worked as the agency in question.

Thanks,

Graeme

[Edited at 2011-09-13 12:06 GMT]

[Edited at 2011-09-13 12:07 GMT]


 

kmtext
United Kingdom
Local time: 11:40
English
+ ...
I hate those clauses Sep 13, 2011

Unless the agency supplies you with a list of their clients (highly unlikely), or you stop taking work from any other source, how can you know if you're doing a job for one of their clients unless they contact you after you've done work for them through the agency?

Another thing is what happens if you have an existing client who also uses the agency? Are you supposed to refuse work from them unless it's redirected through the agency?

I'd suggest renegotiating that clause in the contract to take into account your existing clients (which you shouldn't divulge) and any new clients you may gain through your own marketing, or who come to you through another agency, and restricting it to direct contact from clients after you've received work from them through this agency.


 

Phil Hand  Identity Verified
China
Local time: 18:40
Chinese to English
I've seen it before Sep 13, 2011

And it seems reasonable to me. There has to be a time limit, and you have to be a bit careful about the wording, but it's the same principle as the other way round. The agency doesn't want to be short-circuited either by translators looking for a higher rate or by clients looking for a lower rate.

 

Graeme Waller  Identity Verified
Finland
Local time: 13:40
Finnish to English
+ ...
TOPIC STARTER
Thanks Sep 23, 2011

Thank you both for your input.

 

José Henrique Lamensdorf  Identity Verified
Brazil
Local time: 07:40
English to Portuguese
+ ...
A matter of ethics Sep 23, 2011

IMO a good, solid, long-lasting business relationship involves an agreement that would be just as effective if it had never been put on paper.

I never had a signed agreement with my longest-standing (local) client, 24 years already, and counting. Some 8 years ago, their main competitor (local, too) asked me if I would work for them. First thing I did was to call the first one about it. They told me, Do it, by all means! They are a good company. And so I did. Due to demand reasons, I've been working more, and more often lately for the second one than the first.

Through one of my best foreign clients, a translation agency, I serve a large multinational corporation's headquarters. While I translate most of their corporate communications to the local subsidiary, I noticed that the translation of their local web site (of course, locally outsourced) could be improved significantly. So I asked this agency (with whom I have a signed NDA) if they would allow me to contact the local subsidiary, offering my services. They answer was No. Though that translation agency would never find out about it, and they wouldn't lose any business (they get jobs from world headquarters, I'd get them from the local subsidiary), I didn't, on account of my personal ethics.


 

Tomás Cano Binder, BA, CT  Identity Verified
Spain
Local time: 12:40
Member (2005)
English to Spanish
+ ...
Conflicting clauses Sep 23, 2011

Yes, I have had this same clause proposed in the past. Some agencies seem to be a bit paranoid about these matters, as if we translators were at all interested in dealing with our customer's customers.icon_smile.gif

In recent years, I ask the potential customer whether that clause can be removed, since as a translator I owe all potential customers the same privacy and respect. If I went around informing some customer of what the other customers do, be it by virtue of a contract or any other situation, I would be out of business in one minute, and rightly so.

For quite some time I do not sign contracts containg that clause. I do not mean to say that people accepting the clause are wrong. I just do not like to sign something I would be unable to honour if I am to respect the privacy of all customers alike.


 

Tomás Cano Binder, BA, CT  Identity Verified
Spain
Local time: 12:40
Member (2005)
English to Spanish
+ ...
Wouldn't have done that Sep 23, 2011

José Henrique Lamensdorf wrote:
I never had a signed agreement with my longest-standing (local) client, 24 years already, and counting. Some 8 years ago, their main competitor (local, too) asked me if I would work for them. First thing I did was to call the first one about it. They told me, Do it, by all means! They are a good company. And so I did.

I work regularly for agencies that compete in the same markets and for the same accounts. If I had asked my first customers whether they agreed that I work for their competitors, I would be giving them information they are not entitled to (a potential business relationship between their competitor and another company), and they would rightly assume that, when confronted with a similar situation in the future, there was a risk that I would give a third company information about their relationship with me, which is not appropriate.

To me, each agency customer, each of their end customers, and each direct customer is a separate entity that is entitled to a complete privacy: no percolation between one and the other, and no information given across customers in any sense. Full stop. That is why I would be unable to inform anybody about a potential relationship with anybody else, be it a competitor, supplier, customer, or any other unrelated company whatsoever, without compromising my firm belief in absolute privacy for my customers and prospects.


 

José Henrique Lamensdorf  Identity Verified
Brazil
Local time: 07:40
English to Portuguese
+ ...
Irrelevant details here Sep 23, 2011

Tomás Cano Binder, CT wrote:

José Henrique Lamensdorf wrote:
I never had a signed agreement with my longest-standing (local) client, 24 years already, and counting. Some 8 years ago, their main competitor (local, too) asked me if I would work for them. First thing I did was to call the first one about it. They told me, Do it, by all means! They are a good company. And so I did.


I work regularly for agencies that compete in the same markets and for the same accounts. If I had asked my first customers whether they agreed that I work for their competitors, I would be giving them information they are not entitled to (a potential business relationship between their competitor and another company), and they would rightly assume that, when confronted with a similar situation in the future, there was a risk that I would give a third company information about their relationship with me, which is not appropriate.

To me, each agency customer, each of their end customers, and each direct customer is a separate entity that is entitled to a complete privacy: no percolation between one and the other, and no information given across customers in any sense. Full stop. That is why I would be unable to inform anybody about a potential relationship with anybody else, be it a competitor, supplier, customer, or any other unrelated company whatsoever, without compromising my firm belief in absolute privacy for my customers and prospects.


Tomás,

I failed to mention details here. These two companies are direct clients, and even had some cooperative business relationship with each other from time to time.

On the other hand, of course, no translation agency has the faintest idea on what other agencies (apart form those few who posted WWAs on me) I work for, nor what direct clients I serve through them.

I also have a terrible memory.icon_smile.gif When a client that pops up in my radar only once a year or less frequently calls me, asking, Do you remember me? You translated XXX for us a while ago...", I never do! ... unless they gave me a hard time to get paid, so I'll be more careful this time.


 

Tomás Cano Binder, BA, CT  Identity Verified
Spain
Local time: 12:40
Member (2005)
English to Spanish
+ ...
OK! Sep 23, 2011

José Henrique Lamensdorf wrote:
I failed to mention details here. These two companies are direct clients, and even had some cooperative business relationship with each other from time to time.

OK! Now I get it. Makes total sense to me then! Cheers!


 


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