Resource: ATA's guide to a Translator-Agency agreement
Thread poster: Paula Gordon

Paula Gordon  Identity Verified
United States
Local time: 06:03
Bosnian to English
+ ...
Feb 13, 2012

As a member of the American Translators Association (ATA) Business Practices Education Committee, I've been asked to let colleagues know about a new resource just posted on the ATA website. Apologies for cross-posting in ProZ money and business forums and on Yahoo groups. Here goes:

Ever wonder what a reasonable independent contractor agreement might look like? Check out the "Guide to a Translation Services Agreement."

Drawing from the collective knowledge of independent contractors and translation company owners, the ATA Business Practices Education Committee has developed the "Guide to a Translation Services Agreement" to assist translators in drafting contracts. The document offers explanations and commentary for terms, conditions, and clauses typical in a standing agreement between a freelancer and a translation company. In addition to providing a starting point for an actual working agreement, the guide can also be used as a benchmark for reasonable expectations in translation services contracts.

Meanwhile, ATA's "old" Model Contract, which was developed to cover an individual assignment (not an ongoing relationship), remains online, renamed the "Model Translation Job Contract."

Both are available to all, and are not restricted to ATA members. Please note, however, that these were created with U.S. business practices in mind.

Obligatory disclaimer: ATA and its members make no warranty, expressed or implied, with regard to the legality or enforceability of these forms of agreement.

Links:
Guide to a Translation Services Agreement:
Model Translation Job Contract:

Best wishes for a productive and remunerative 2012! ---PG


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Laurent KRAULAND  Identity Verified
France
Local time: 12:03
French to German
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Paula... Feb 13, 2012

could you please provide the actual URLs? MTIA

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Katalin Horváth McClure  Identity Verified
United States
Local time: 06:03
Member (2002)
English to Hungarian
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Correct links Feb 13, 2012

There are no valid links in the post above, so here they are:

Guide to Translation Services Agreement

http://www.atanet.org/careers/translation_agreement_guide.pdf

Model Translation Job Contract

http://www.atanet.org/careers/model_translation_job_contract.php


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Paula Gordon  Identity Verified
United States
Local time: 06:03
Bosnian to English
+ ...
TOPIC STARTER
Thanks, Katalin! and a third link Feb 13, 2012

Not sure how the links disappeared -- probably having something to do with copying and pasting from another program, but I appreciate that you filled in the gaps.

Let's see if this works -- here's another model contract from PEN America's translator resource page: http://www.pen.org/page.php/prmID/322

This is geared to literary translations.


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Thayenga  Identity Verified
Germany
Local time: 12:03
Member (2009)
English to German
+ ...
Thanks Feb 14, 2012

Thank you, Katalin and Paula, for these valuable links.
They're just what I was looking for.


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Richard Foulkes  Identity Verified
United Kingdom
Local time: 11:03
German to English
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Liability / arbitration Feb 14, 2012

Thanks for those links folks, and apologies for hijacking the thread but I was about to start a similar one to ask about the above.

I'm just writing some terms and conditions of my own and have looked at some model contracts, which have thrown up a couple of questions:

Liability: some model contracts have a clause to the effect that the translator's liability is 'limited to the invoice value of the work'. This may well be a stupid question but do you construe that as merely the translator forfeiting his/her fee or that the translator is liable to forfeit his/her fee and pay the client compensation in the amount of the fee?

Arbitration: I think terms should include provisions for dispute resolution regarding translation quality. However, unless you're a member of the likes of ITI, I'm not aware of any objective source of arbitration. Does anyone have any thoughts / recommendations on appointing an arbitrator and deciding on the apportioning of costs between the parties? I know there have been threads on this previously but I don't think they came up with any solutions.

Thanks in advance for any help.


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Paula Gordon  Identity Verified
United States
Local time: 06:03
Bosnian to English
+ ...
TOPIC STARTER
Liability: the former; arbitration: I wouldn't get into a lot of detail Feb 15, 2012

Hi, Richard,
You asked
Liability: some model contracts have a clause to the effect that the translator's liability is 'limited to the invoice value of the work'. This may well be a stupid question but do you construe that as merely the translator forfeiting his/her fee or that the translator is liable to forfeit his/her fee and pay the client compensation in the amount of the fee?


I interpret the clause limiting a translator's liability to the invoice amount as meaning only the amount of the invoice (not double the amount). Basically, it's a waiver of the fee or a refund of the amount paid, and that's all. That's how I've always understood it.


Arbitration: I think terms should include provisions for dispute resolution regarding translation quality. However, unless you're a member of the likes of ITI, I'm not aware of any objective source of arbitration. Does anyone have any thoughts / recommendations on appointing an arbitrator and deciding on the apportioning of costs between the parties? I know there have been threads on this previously but I don't think they came up with any solutions.


Regarding arbitration, I would concentrate on describing a method of appointing an arbitrator without getting into details of the actual quality evaluation. Meaning, both parties will agree on the appointment of a third party arbitrator and the methods by which that party will make its determination of quality. If the parties cannot agree, then the third party is authorized to act independently. Something like that. It's not a bad idea to include something about costs, but I'd be inclined to split the costs of the arbitration. I think that best promotes the spirit of amicable resolution. I think the clause in the ATA guide (linked previously) is adequate for anyone who wants to specify that settlement through arbitration should be tried before court action is taken. (But I am not a lawyer.)

Arbitrators have to decide all kinds of things without having much subject-matter expertise -- I don't see why they couldn't figure out how to evaluate a translation (e.g., hire one or two or three different companies or individuals to proffer their expert opinions).

My two Ka-eMs,
Paula


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Richard Foulkes  Identity Verified
United Kingdom
Local time: 11:03
German to English
+ ...
Thanks Paula Feb 15, 2012

That was what I though regarding liability but I'd just found the clauses I've seen before slightly ambiguous.

I also agree with your sentiments on arbitration, although I'm slightly concerned that sharing the costs could leave you footing (half) the bill where a client requests arbitration on completely baseless grounds! I'll have a look for an equivalent UK organisation to the American one mentioned in the ATA terms and post back if I find one.


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Richard Foulkes  Identity Verified
United Kingdom
Local time: 11:03
German to English
+ ...
Best I can find is the.... Feb 21, 2012

CIARB (Chartered Institute of Arbitrators).

They will appoint a suitable third party for an administration fee of £600, on top of which the parties will have said expert's costs to pay.

This is slightly more expensive than I had in mind so I think I'll leave my terms more vague or specify 'an independent third-party translator to be agreed upon between the parties' or words to that effect.


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JensHildebrand
Local time: 12:03
Indemnification clause Apr 13, 2012

Hi there

ATA's online model contract, to be found at

http://www.atanet.org/careers/model_translation_job_contract.php

seems to have a one-sided Indemnification clause. Is this because the translator obtains no rights and only gets a limited fee?

Wouldn't it be better to have a mutual indemnification clause and limit the translator's liability to the amount of the fee?

TIA, very best

Jens


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Resource: ATA's guide to a Translator-Agency agreement

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