Vague clauses in contracts with translation agencies
Thread poster: Ewa Olszowa

Ewa Olszowa  Identity Verified
Canada
Local time: 08:50
Polish to English
+ ...
Oct 24, 2011

Good evening,

Probably discussed already, but I cannot find any direct answers on Proz at this time.

What do you do when there are vague clauses in the contracts the agency send you to sign? I am particularly concerned about the "non-competition" clauses such as:

"I understand that I may not contact agency X's clients, directly or indirectly, at any time during our business relationship and for a period of 3 years after terminating the relationship.”

"I shall not attempt to direct any client away from agency X nor shall I solicit orders for translations from any of agency X's clients either for me or for any other person, firm, partnership, association or corporation.”

As I advertise my services and approach various agencies, work with various translation agencies and private clients, as well as I am being approached by companies and private clients – how can I be sure that some of them are the clients of other agency I work with (I might never even do any translation for them through this agency).
And even if they were – I might approach them (or work indirectly through other agency) without any intention of "stealing them" not knowing that they are the clients of different agency I work with.

In my opinion these statemens are too general and vague and can put me into trouble in the future.

Do you usually sign contracts with such statements or re-negotiate them?
If signed, anyone had any legal problems?

Regards,
Ewa


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David Wright  Identity Verified
Austria
Local time: 14:50
German to English
+ ...
No problem Oct 24, 2011

There is nothing in thses clauses to stop you working for the same client through another agency. Nor is there anything to ytop you working for the client directly if the client contacts you. The clauses look pretty fair to me.
Approaching them yourself without knowing would also be safe - u8nless the agency gave you a list of the clients that are protected. In contract clauses like this there is no strict liability - you have to know that you are acting in breach of contract. If they wanted to impose strict liability, they would have to say something like "knowingly or unknowlingly" or "irrespective of fault" etc.


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Tomás Cano Binder, BA, CT  Identity Verified
Spain
Local time: 14:50
Member (2005)
English to Spanish
+ ...
Treat each customer with absolute privacy Oct 24, 2011

When a new customer approaches you, he/she deserves an absolute privacy, and therefore you cannot start discussing this new business relationship with your other customers.

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Samuel Murray  Identity Verified
Netherlands
Local time: 14:50
Member (2006)
English to Afrikaans
+ ...
Impossible to do Oct 24, 2011

Ewa Olszowa wrote:
As I advertise my services and approach various agencies, work with various translation agencies and private clients, as well as I am being approached by companies and private clients – how can I be sure that some of them are the clients of other agency I work with (I might never even do any translation for them through this agency). ... And even if they were – I might approach them (or work indirectly through other agency) without any intention of "stealing them" not knowing that they are the clients of different agency I work with.


Try inserting "knowingly" or "deliberately" to the clause wording to make it more reasonable.

Because otherwise the clause becomes very difficult to implement (even if the client sends you a complete list of all its past, present and future clients). The administrative burden of ensuring compliance is simply too great for a lone freelance translator.

The point of these clauses is to show that you realise that the clients' clients have a business value to him, and that you agree not to undermine or undercut him or to steal clients from him that you came to know about through your business with him. I understand the wish to formalise this, but, apart from a simple promise, this is mostly not possible to ensure.


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IrimiConsulting  Identity Verified
Sweden
Local time: 14:50
Member (2006)
English to Swedish
+ ...
3 years is wayyyy too long Oct 24, 2011

I would not accept a quarantine of 3 years. I could live with six months, preferably less. Otherwise I don't find the clauses objectionable.

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Ewa Olszowa  Identity Verified
Canada
Local time: 08:50
Polish to English
+ ...
TOPIC STARTER
Thank you Oct 27, 2011

Thank you everyone for your input.

Regards,
Ewa


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Vague clauses in contracts with translation agencies

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