Info about NDA
Thread poster: Eleonora_P
Eleonora_P
Eleonora_P  Identity Verified
Italy
Local time: 18:36
Member (2012)
English to Italian
+ ...
Dec 12, 2017

Hi all,

I need a clarification about a NDA I am about to sign.
One of the paragraphs states: "Contractor agrees that the terms of this Agreement are continuing in nature and shall be enforceable against Contractor after Contractor's and the agency mutual separation, for any reason", etc.

Is that a normal practice? That has never happened to me before. How can a contract still be supposed to be valid after its termination?
Do you think I can sig
... See more
Hi all,

I need a clarification about a NDA I am about to sign.
One of the paragraphs states: "Contractor agrees that the terms of this Agreement are continuing in nature and shall be enforceable against Contractor after Contractor's and the agency mutual separation, for any reason", etc.

Is that a normal practice? That has never happened to me before. How can a contract still be supposed to be valid after its termination?
Do you think I can sign it without any risks?
Thank you,

Eleonora
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Thomas T. Frost
Thomas T. Frost  Identity Verified
Portugal
Local time: 17:36
Danish to English
+ ...
Depends what the NDA says Dec 12, 2017

If the NDA is about not disclosing confidential information, as it should be, the confidentiality provisions would need to continue to apply after mutual separation, as it would make no sense that the translator could publish their clients' confidential documents just because they stop working with a given outsourcer.

 
Sheila Wilson
Sheila Wilson  Identity Verified
Spain
Local time: 17:36
Member (2007)
English
+ ...
Implication Dec 12, 2017

Eleonora_P wrote:
"Contractor agrees that the terms of this Agreement are continuing in nature and shall be enforceable against Contractor after Contractor's and the agency mutual separation, for any reason"

Doesn't that actually imply that if you give the agency the elbow - in other words it isn't mutual - then you can disclose whatever confidential information you like? That clearly isn't the intention .

I'm not sure what my NDAs have said but I don't see confidentiality as something that stops at a particular date. For me, it's a constant. However, if this is more of an all-encompassing service agreement rather than a simple NDA, do make sure that the same timing doesn't apply to the non-compete clause. That shouldn't be very restrictive at all for a freelancer.


 
Eleonora_P
Eleonora_P  Identity Verified
Italy
Local time: 18:36
Member (2012)
English to Italian
+ ...
TOPIC STARTER
Thank you Dec 12, 2017

Thank you Thomas and Sheila.
So you think it's just a normal contract term and I can sign it without a problem, do you?
Thank you very much!


 
Thomas T. Frost
Thomas T. Frost  Identity Verified
Portugal
Local time: 17:36
Danish to English
+ ...
Depends Dec 12, 2017

Eleonora_P wrote:

Thank you Thomas and Sheila.
So you think it's just a normal contract term and I can sign it without a problem, do you?
Thank you very much!


As I said, it depends on what is actually written in the NDA. If it's just about not disclosing client documents, I don't see any problem, but if there are other provisions in the NDA, you need to consider if they should continue after contract termination or not. Quite obviously none of us here can say that without having seen the NDA.


 
Mirko Mainardi
Mirko Mainardi  Identity Verified
Italy
Local time: 18:36
Member
English to Italian
Actually... Dec 12, 2017

Eleonora_P wrote:

So you think it's just a normal contract term and I can sign it without a problem, do you?


Actually, that depends on what the "NDA" says, as others have mentioned. Nowadays, it is not so uncommon for clients to use the term "NDA" to describe SLAs or NDAs that also contain other provisions that don't belong there...

That said, even if yours is a "real" NDA (i.e. just concerning confidentiality), in my opinion those too are quite often too restrictive for translators, as in my experience some clients don't even want you to disclose things such as the names of the projects/products you worked on (and end-clients' names in case of agencies), down to their own names, which I believe is absurd and damaging for us, as in similar cases we're not allowed to take any credit whatsoever for the work we've done and use it to market our services (to clients who sometimes specifically ask you to name projects/products/clients you worked with or who could however be interested in having that info when choosing a translator to work with).

So, while I totally understand and accept that things such as the copy I worked on, procedures, terms and conditions, rates, etc. could be deemed "sensitive" info to be kept confidential, I think that "blanket NDAs" that cover anything and everything are (usually) excessive and unjustified. IMO, in such instances, a termination date and/or a comprehensive and finite (i.e. not a "including, but not limited to") definition of "confidential information" should be provided.


 
Kay Denney
Kay Denney  Identity Verified
France
Local time: 18:36
French to English
it's not normal Dec 12, 2017

because it is in very bad English, this should not be normal for people working in language services.

Normally there's a bit of bumph about the information remaining confidential unless or until it can be found in the public domain.

If you translate a text about a new product, for example, often companies want utter secrecy until the press conference. The information is then blasted out in all directions, and you no longer need to keep mum about what the product does
... See more
because it is in very bad English, this should not be normal for people working in language services.

Normally there's a bit of bumph about the information remaining confidential unless or until it can be found in the public domain.

If you translate a text about a new product, for example, often companies want utter secrecy until the press conference. The information is then blasted out in all directions, and you no longer need to keep mum about what the product does and who makes it.
I mean, it would be stupid for an agency to prosecute you in 2017 for revealing that the iphone 3 had this or that feature, but I've a feeling it still needs to be spelled out just in case.
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Eleonora_P
Eleonora_P  Identity Verified
Italy
Local time: 18:36
Member (2012)
English to Italian
+ ...
TOPIC STARTER
Thank you Dec 12, 2017

Texte Style wrote:

because it is in very bad English, this should not be normal for people working in language services.


Hi, Texte Style, thank you for your input.
So I guess you wouldn't sign a NDA like this, would you? Do the others also find it written in a very bad English? How come no one noticed it?


 
Thomas T. Frost
Thomas T. Frost  Identity Verified
Portugal
Local time: 17:36
Danish to English
+ ...
Various Dec 12, 2017

Eleonora_P wrote:

Texte Style wrote:

because it is in very bad English, this should not be normal for people working in language services.


Hi, Texte Style, thank you for your input.
So I guess you wouldn't sign a NDA like this, would you? Do the others also find it written in a very bad English? How come no one noticed it?


It is not our mission to act as reviewers here, and your question was not about linguistic quality. There was no doubt what was meant.

Texte Style only refers to documents about products or services that the public will be able to access later, but many translated documents are not meant for publication ever, for example internal company documents or personal documents. You cannot disclose them just because a commercial contract has been terminated, so why would you object to a clause that says you cannot disclose them? You have no business disclosing any of your clients’ documents ever. They are not your documents. You wouldn't expect your lawyer or doctor to publish your personal files just because you stop consulting them.

As for documents and information that are published later by the client itself, you should ensure that the NDA you sign excludes information already in the public domain and information you already had legitimate access to from its scope. However, the client will probably own the copyright, so even without an NDA, you would still not be allowed to publish a library of client documents available to the public.


 
Eleonora_P
Eleonora_P  Identity Verified
Italy
Local time: 18:36
Member (2012)
English to Italian
+ ...
TOPIC STARTER
Thank you Dec 12, 2017

Thank you Thomas for your kind explanation.

 
Kay Denney
Kay Denney  Identity Verified
France
Local time: 18:36
French to English
dunno! Dec 13, 2017

Eleonora_P wrote:

Texte Style wrote:

because it is in very bad English, this should not be normal for people working in language services.


Hi, Texte Style, thank you for your input.
So I guess you wouldn't sign a NDA like this, would you? Do the others also find it written in a very bad English? How come no one noticed it?


I've never had to sign something in such atrocious English, so I'm not sure what I'd do. The problem is that when it's not good English, there can be wiggle room for more interpretations... Sheila has already pointed one out.

In fact, seeing such a bad text, I would expect there to be an original in another language, for me this would be French, since my clients are mostly French. In which case there should then be a clause stating that in case of any difference in meaning between the original and the translated contract, it's the original which prevails.

However I would be very hesitant to work for somebody who thinks it acceptable to use documents that lack clarity because of the atrocious grammar. How are they going to understand my high-end work, and defend it when the client doesn't get that you can't just translate like they did in high school?

Thomas: no Eleonora wasn't talking about the quality of the language, but it's something that would make me very wary of signing, which is why I mentioned it.

And I think it was obvious, in my message, that not all texts are published, since I put "unless or until it can be found in the public domain". I just thought an NDA worth its salt would mention that, although admittedly it's mostly important for marketing, which is my LOB.


 
Nikki Scott-Despaigne
Nikki Scott-Despaigne  Identity Verified
Local time: 18:36
French to English
To sign or not to sign, that is the question Dec 13, 2017

Eleonora_P wrote:

Thank you Thomas and Sheila.
So you think it's just a normal contract term and I can sign it without a problem, do you?
Thank you very much!


Before signing anything, it is important to make sure there are no ambiguities. This phrase you have quoted is not very well written. Maybe this is the only phrase conerned, but there may be others. That is something of a general nature that you might like to take into consideration. However clumsy the prhasing of the English, the intention seems clear.

Now to the fundamental matter of the open-ended confidentiality clause/agreement. I have three on my files. Two are open-ended and one has a 10-year limit on it. I am not going to start shouting from the rooftops at year 10 + 1 day any details concerning end-clients I have worked for via this agency. I think it is safe to say that like Sheila, I consider that confidentialty is permanent. To my mind, that applies with or without an agreement to all clients.

[Edited at 2017-12-13 17:40 GMT]


 


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