Translator "NDA"/Collaboration agreement says you accept terms in external documents
Thread poster: Alison High

Alison High  Identity Verified
Switzerland
Local time: 18:48
Member (2003)
French to English
+ ...
Oct 26, 2016

Hi all,

As translators we are used to "non disclosure agreements" that are actually freelance collaboration contracts and cover way more than simple non-disclosure.

What do you do when an NDA contains a phrase saying that you, the signatory, accept the terms in XXX document. i.e. another document that has not been provided and without any indication as to the issue date or version or edition no. of that XXX document that you supposedly accept if you sign the NDA?

I've had this a number of times and I'm often sent to a web page to see the XXX document.... but then that would mean they can change it at any time after my signature and I've supposedly agreed to the thing that they can modify at will any number of times after my signature of the NDA. That seems dodgy to me.

Having me sign a thing that refers to xxx document, version yyy or xxx document, dated dd.mm.yyyy would be a step in the right direction, although I'd personally prefer contracts to be able to stand up on their own - i.e. have everything I'm agreeing to with my signature clearly stated in the document I'm signing, with no external references at all.

What's your take on this?


 

Samuel Murray  Identity Verified
Netherlands
Local time: 18:48
Member (2006)
English to Afrikaans
+ ...
You can't sign it in good faith Oct 26, 2016

Alison High wrote:
What do you do when an NDA contains a phrase saying that you, the signatory, accept the terms in XXX document. i.e. another document that has not been provided and without any indication as to the issue date or version or edition no. of that XXX document that you supposedly accept if you sign the NDA?


In good faith you can't sign it unless you've read it. Though many clients actually expect you to, since they often don't provide those extra files.

I've had this a number of times and I'm often sent to a web page to see the XXX document.... but then that would mean they can change it at any time after my signature...


I agree that it is silly, because very few people actually re-read all of their contracts before doing another job for that client. However, that is what the agreement means, if you sign it.

Some contracts also state that you will comply with specific laws or regulations, and those things can often change, and it is assumed that if you agreed to comply with a regulation, that you will comply with it even if it has changed since you signed the original contract.

This means that if you decide to sign such contracts, you should design your business administration system so that you are notified by your system every time you accept a new job that there are special considerations for that client. By "system" I also mean simply having a file with a list of clients in it, with comments next to each client's name, that you consult every time you accept a job from a client. Your system would then include a warning that you should download the latest version of that extra file and compare it with the one that you have on record.

Personally I avoid such agreements. I also avoid agreements that refer to a country's regulations, because regulations can be very, very complex, and I simply don't have the ability to comply with them.

Having me sign a thing that refers to xxx document, version yyy or xxx document, dated dd.mm.yyyy would be a step in the right direction...


Alternatively it would be nice if the contract states that you agree to the "current version" of that document (i.e. the version at the time that you sign the contract).


[Edited at 2016-10-26 09:56 GMT]


 

Artem Vakhitov  Identity Verified
Estonia
English to Russian
+ ...
No way Oct 26, 2016

There is no way I would sign something like that without a working reference to the external document in question or, if there is such a reference, without a clear indication that its terms cannot change in the future.

 

Christine Andersen  Identity Verified
Denmark
Local time: 18:48
Member (2003)
Danish to English
+ ...
Only with a printout of the external document Oct 26, 2016

I would not commit myself to checking for new versions of external documents either. Come on, how much searching round the net do you do for that kind of thing before you agree to each job and start on it?
And how much do all your competitors do before bidding faster than you?

If I can find document xx and agree to a specific version of it, then I just might do so.

Otherwise I inform clients I have signed codes of conduct - as a member of the CIoL and on this site, and do not intend to spend a lot of unpaid time on that kind of thing, typically before they have even sent me any paid work.

We should act like professionals and insist on being treated like professional business partners, not potential crooks. Call their bluff!
Reasonable clients will see the point and be helpful.


 

Alison High  Identity Verified
Switzerland
Local time: 18:48
Member (2003)
French to English
+ ...
TOPIC STARTER
That phrase is on the PO too Oct 26, 2016

Thanks for your input

I've also found out that the same link stating acceptance of the xxx document is on the footer of the PO.

We all know that POs rarely arrive before we start the work, so is it even legal to slap conditions on us in the footer of a PO, when the job is already accepted and ongoing?
I've re-downloaded the xxxx document in question.... there's no version number or date modified within the text of the document either.

Personally, I've never seen the point of POs for translators - they're just another document you have to click on and open for no good reason. I look at them to get the job number and check the word count and totals for invoicing purposes only if that information is not in the email, otherwise I see them as pointless and a waste of time.


 

Gabriele Demuth  Identity Verified
United Kingdom
Local time: 17:48
Member (2014)
English to German
Did you ask them? Oct 26, 2016

Did you ask them about this mysterious document, maybe you can see it and then agree or maybe there is no such document and this should be taken out of the contract?

It does sound puzzling.


 

Alison High  Identity Verified
Switzerland
Local time: 18:48
Member (2003)
French to English
+ ...
TOPIC STARTER
I'm redacting Oct 26, 2016

xxx document is my way of not putting any confidential information in a forum post.

The document is not mysterious. It may even be OK for me to accept what I'm calling xxx document here. The problem is that there is no proof of which version of the document I accepted on time of signing the NDA/accepting a PO and therefore no proof of what I actually accepted since it could be modified at any point in time.

A closer look at the document itself shows that there is no date on the document and no version number, so no easy way to see which version of the document it is.


 

Gabriele Demuth  Identity Verified
United Kingdom
Local time: 17:48
Member (2014)
English to German
:) Oct 26, 2016

Alison High wrote:

xxx document is my way of not putting any confidential information in a forum post.

The document is not mysterious. It may even be OK for me to accept what I'm calling xxx document here. The problem is that there is no proof of which version of the document I accepted on time of signing the NDA/accepting a PO and therefore no proof of what I actually accepted since it could be modified at any point in time.

A closer look at the document itself shows that there is no date on the document and no version number, so no easy way to see which version of the document it is.


I know what you are trying to express with xxx. I meant, have you asked them to let you see the very document they ask you to agree to.

[Edited at 2016-10-26 15:02 GMT]


 

Alison High  Identity Verified
Switzerland
Local time: 18:48
Member (2003)
French to English
+ ...
TOPIC STARTER
I have web access Oct 26, 2016

Alison High wrote:
A closer look at the document itself shows that there is no date on the document (document xxx) and no version number, so no easy way to see which version of the document it is.


As stated in the first post there's a link. I can see the document. It has no date or version number on it. It's just a document on the internet.

It's not a matter of whether I can or cannot see the document. It's the ambiguity of the reference that's the problem - that and the fact that they are referring me to another document in the first place.


 

Jessica Noyes  Identity Verified
United States
Local time: 12:48
Spanish to English
+ ...
Print it Oct 27, 2016

Just an idea: If you agree with the terms of the on-line document, you can print it, initial and date the pages, and, if you are sending the forms in virtually, scan it and send with the forms. You could also add the word "as attached" or "solely as attached" to the part of the agreement that refers to this document. You could also add the date that you retrieved the document.

[Edited at 2016-10-27 12:19 GMT]


 


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