| Pages in topic: [1 2] > | Is this NDA safe? Thread poster: Keroles Waseem
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Hi fellow translators,
I work as an English-French-Arabic translator and recently I have been sent an NDA to sign and I'm not sure it's 100% safe, I want your input on this.
Project background: It's a Post-editing project from English to Arabic, work will be done offline, TMs will be provided.
Here is the text of the NDA with the name of other party replaced with ****:
NON-DISCLOSURE AGREEMENT
MADE BETWEEN
1. ******, ... See more Hi fellow translators,
I work as an English-French-Arabic translator and recently I have been sent an NDA to sign and I'm not sure it's 100% safe, I want your input on this.
Project background: It's a Post-editing project from English to Arabic, work will be done offline, TMs will be provided.
Here is the text of the NDA with the name of other party replaced with ****:
NON-DISCLOSURE AGREEMENT
MADE BETWEEN
1. ******, (the "Disclosing/Sending Party"); and
2. “Keroles Waseem”, (the "Receiving Party"),
Collectively referred toas the "Parties".
RECITALS
A. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to [*****], which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.
OPERATIVE PROVISIONS
1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.
2. The receiving party agrees to act as independent contractor for the Disclosing Party, or to represent the Disclosing Party for the tenure as agreed through a contract signed between both the parties. The Receiving Party also hereby agrees to not disclose its relationship with the Disclosing Party to any individual or company client they will provide service too on behalf of Disclosing Party.
3. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party.
4. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.
5. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
6. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
7. The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.
8. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
I have a few points, tell me if you agree or not.
Firstly, The Proprietary Information is not well defined, for example, it should be limited to TMs and source and target text. The nature of the project of the tools used or and other general information should not be considered Proprietary Information.
Secondly, There should be a termination act in the NDA, but there isn't.
Thirdly, The liability should be limited to the total fees received in exchange of the service.
Fourthly, The article No. 3 to my understanding says that I can't hold information similar to the disclosed, even from other sources until five years from now? If so, it doesn't make any sense. Am I not allowed to work on similar data for a similar project from another client for example?
Finally, I don't quite understand article No. 6. Also, the article No. 7 basically says that if there has been a problem with the evaluation of my work, I'm not allowed to raise a low suit against the other party to defend my rights? How is that? It doesn't make any sense.
If you have any other points that I should worry about, kindly share them with me. If you have resources to help me edit the NDA for the better and understand it more, please share these resources. Also, what is a reasonable termination period for such a project.
Thanks. ▲ Collapse
| | | | Michael Newton 
United States
Local time: 04:22
Japanese to English
+ ...
I would go back to the client and insist on more transparency on all of the issues that you are uncomfortable with, explaining why you are uncomfortable. The NDA as it is is much too open-ended. If they refuse, I might think twice about working with them. Also important is the country in which the client is located. I'm also curious as to why they are asking the "post-editor" for an NDA rather than the translator. I was once asked by an agency in China to provide a Certificate of Accuracy for a ... See more I would go back to the client and insist on more transparency on all of the issues that you are uncomfortable with, explaining why you are uncomfortable. The NDA as it is is much too open-ended. If they refuse, I might think twice about working with them. Also important is the country in which the client is located. I'm also curious as to why they are asking the "post-editor" for an NDA rather than the translator. I was once asked by an agency in China to provide a Certificate of Accuracy for a document I had proofed/edited rather than translated. I explained to them that this should come from the translator. It took quite a while before they desisted. I never heard from them again. Not a problem. ▲ Collapse
| | | | Lieven Malaise
Belgium
Local time: 10:22
Member (2020)
French to Dutch
+ ...
| Post-editor = translator. | Jun 23, 2022 |
Michael Newton wrote:
I'm also curious as to why they are asking the "post-editor" for an NDA rather than the translator.
A post-editor is a translator who edits machine translations. So there's no other human than the translator involved. Therefore the post-editor is solely responsible for the end result.
[Edited at 2022-06-23 06:37 GMT]
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I wonder if this agency hasn’t copied exactly “their” NDA from “The Law Insider” as the text of clause number 1 of the Operative Provisions is precisely the same:
“OPERATIVE PROVISIONS 1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limit... See more I wonder if this agency hasn’t copied exactly “their” NDA from “The Law Insider” as the text of clause number 1 of the Operative Provisions is precisely the same:
“OPERATIVE PROVISIONS 1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.”
https://www.lawinsider.com/clause/above-provisions ▲ Collapse
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LEXpert
United States
Local time: 03:22
Member (2008)
Croatian to English
+ ...
| Re. sec. 6 and 7 | Jun 24, 2022 |
My lay perspective (not legal advice):
Sec. 6 means that the mere act of signing the NDA does not constitute an obligation for the disclosing party to send you CI, nor to enter into a job/transaction in the course of which you might receive CI. Also, the NDA itself does not contain any CI.
This seems reasonable enough.
Sec. 7 means that the disclosing party makes no representations about the accuracy of the CI. So, if they send you a manual to translate, the text... See more My lay perspective (not legal advice):
Sec. 6 means that the mere act of signing the NDA does not constitute an obligation for the disclosing party to send you CI, nor to enter into a job/transaction in the course of which you might receive CI. Also, the NDA itself does not contain any CI.
This seems reasonable enough.
Sec. 7 means that the disclosing party makes no representations about the accuracy of the CI. So, if they send you a manual to translate, the text could have serious errors in it; the disclosing party apparently wouldn't know or care. Of course you would point out obvious errors in the source if you find them, but it should not be your legal duty to catch them.
What if someone relies on your translation and is injured? You would say that you just translated what was given, and the agency would probably say that you should have known it was wrong, and the injury is your fault.
This part seems extremely problematic. ▲ Collapse
| | | | Adieu
Ukrainian to English
+ ...
First of all, most NDAs have never been enforced at all, and can't possibly hope to withstand a challenge for non-malicious disclosure...and are thus meaningless unless you start posting internal documents to social media or auctioning them off to their competitors
Also, there doesn't seem to be anything suspicious or over-the-top here anyway. No wacky set penalties, no arbitration, nothing scary.
[Edited at 2022-06-24 10:14 GMT]
[Edited at 2022-06-24 13:46 GMT]
| | | | | Not worth worrying about | Jun 24, 2022 |
It's a standard agreement, and unless you're planning to breach the customer's confidentiality I don't see why you should object to it. If you start picking holes in it, you'll just annoy them.
| | | | | Post removed: This post was hidden by a moderator or staff member for the following reason: Empty post |
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Keroles Waseem
Egypt
Local time: 11:22
Arabic to English
+ ...
TOPIC STARTER
Michael Newton wrote:
I would go back to the client and insist on more transparency on all of the issues that you are uncomfortable with, explaining why you are uncomfortable. The NDA as it is is much too open-ended. If they refuse, I might think twice about working with them. Also important is the country in which the client is located. I'm also curious as to why they are asking the "post-editor" for an NDA rather than the translator. I was once asked by an agency in China to provide a Certificate of Accuracy for a document I had proofed/edited rather than translated. I explained to them that this should come from the translator. It took quite a while before they desisted. I never heard from them again. Not a problem.
Thanks for your reply.
Exactly, it's too open-ended and doesn't have a termination date. That's what bothers me.
| | | | Keroles Waseem
Egypt
Local time: 11:22
Arabic to English
+ ...
TOPIC STARTER | It definately looks like they did! | Jun 24, 2022 |
Teresa Borges wrote: I wonder if this agency hasn’t copied exactly “their” NDA from “The Law Insider” as the text of clause number 1 of the Operative Provisions is precisely the same: “OPERATIVE PROVISIONS 1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.” https://www.lawinsider.com/clause/above-provisions
Thanks for your reply,
They really did copy this part without taking the time to even customize it! Proprietary Information should be more identified like: TMs or Final/Source translation... etc.
Could you consider this a bad sign?
| | | | Keroles Waseem
Egypt
Local time: 11:22
Arabic to English
+ ...
TOPIC STARTER
LEXpert wrote:
My lay perspective (not legal advice):
Sec. 6 means that the mere act of signing the NDA does not constitute an obligation for the disclosing party to send you CI, nor to enter into a job/transaction in the course of which you might receive CI. Also, the NDA itself does not contain any CI.
This seems reasonable enough.
Sec. 7 means that the disclosing party makes no representations about the accuracy of the CI. So, if they send you a manual to translate, the text could have serious errors in it; the disclosing party apparently wouldn't know or care. Of course you would point out obvious errors in the source if you find them, but it should not be your legal duty to catch them.
What if someone relies on your translation and is injured? You would say that you just translated what was given, and the agency would probably say that you should have known it was wrong, and the injury is your fault.
This part seems extremely problematic.
Thanks for your reply,
It could be problematic indeed, I should discuss this part with them.
| | | | Keroles Waseem
Egypt
Local time: 11:22
Arabic to English
+ ...
TOPIC STARTER
Adieu wrote:
First of all, most NDAs have never been enforced at all, and can't possibly hope to withstand a challenge for non-malicious disclosure...and are thus meaningless unless you start posting internal documents to social media or auctioning them off to their competitors
Also, there doesn't seem to be anything suspicious or over-the-top here anyway. No wacky set penalties, no arbitration, nothing scary.
[Edited at 2022-06-24 10:14 GMT]
[Edited at 2022-06-24 13:46 GMT]
Thanks for your reply, that helped.
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Keroles Waseem
Egypt
Local time: 11:22
Arabic to English
+ ...
TOPIC STARTER | Is there shouldn't be a termination date at least? | Jun 24, 2022 |
philgoddard wrote:
It's a standard agreement, and unless you're planning to breach the customer's confidentiality I don't see why you should object to it. If you start picking holes in it, you'll just annoy them.
Thanks for your reply,
I see your point but there is no termination date and doesn't determine exactly what Proprietary Information is.
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Keroles Waseem wrote: Teresa Borges wrote: I wonder if this agency hasn’t copied exactly “their” NDA from “The Law Insider” as the text of clause number 1 of the Operative Provisions is precisely the same: “OPERATIVE PROVISIONS 1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.” https://www.lawinsider.com/clause/above-provisions Thanks for your reply, They really did copy this part without taking the time to even customize it! Proprietary Information should be more identified like: TMs or Final/Source translation... etc. Could you consider this a bad sign?
Yes, I would consider this a bad sign. An agency doesn't have enough money or insight to do the right thing and consult a lawyer?
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... my advice I already gave on a similar "case" a few weeks ago:
As long as these agreements are covered by a jurisdiction that does not apply to your country, the worst you have to be afraid of is that the other party does not pay. You are living in Egypt and the other party is settled not in Egypt, right? What does the NDA say about the country/place of the competent court? It is doubtful that they will start an international legal case via a local lawyer based in your country to foster... See more ... my advice I already gave on a similar "case" a few weeks ago:
As long as these agreements are covered by a jurisdiction that does not apply to your country, the worst you have to be afraid of is that the other party does not pay. You are living in Egypt and the other party is settled not in Egypt, right? What does the NDA say about the country/place of the competent court? It is doubtful that they will start an international legal case via a local lawyer based in your country to foster any of their claims when suspected of breach by you. If you are in urgent need of that job, then sign that worthless piece of paper they may have found elsewhere on the Internet, go ahead and do your best to perform the assignment they perhaps have in spare for you one day. The only naughty thing I would dare to ask them would be how I may open a legal case in their country should they for no reason forget to pay you completely or in full. Rule of thumb: If they don't wanna pay, they don't gonna pay.
[Bearbeitet am 2022-06-25 10:31 GMT] ▲ Collapse
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