Sep 23, 2013

Translator-Agency Contract Provisions--Borrowed from Honyaku

    "Mark Spahn" <> Sep 23 03:17AM -0400

    The best relationship between a translator and a translation
    agency is one that minimizes the non-essentials of the
    money-for-translation transaction. But some agencies are
    fond of establishing a legalistic relationship, with a contract
    ("agreement" is the euphemism) setting forth what is supposed
    to happen. There is nothing wrong in principle with this,
    but it can be overdone. Consider the following provisions
    of a contract between agency and translator. Commentary
    follows each, in square brackets [...].

    (1) "Fees may not be disclosed to any party outside this
    agreement." This is restated as "Translator agrees that
    Translator will never disclose to any Company clients
    *or to any third party* [emphasis added] Fees paid to
    Translator by Company."
    [Why would the agency want the translator's spouse and
    the tax authorities to be kept in the dark about this part
    of the translator's income? Isn't this illegal?]

    (2) "Governing Law. This Agreement shall be governed
    by and construed in accordance with the laws of [country C]."
    [What motivates this provision, when the agency is headquartered
    in country A, and the translator lives in country B?]

    (3) In a list of what constitutes Confidential Information,
    which must be kept secret, is the unobtrusive phrase
    "the terms and conditions of this Agreement itself".
    [Huh? The contract itself is secret? What would be the
    motivation for this provision? And this presents a logical
    conundrum: How could you ever recruit translators?
    You will have to reveal the entire text of the contract to
    prospective new translators, some of whom will decide not to
    agree to it and will therefore be free to make its text public.]

    (4) In an orthodox contract, both parties sign and date it.
    But here the contract is on a password-protected website
    and cannot be downloaded. Instead of a signature, the
    translator is asked to click on an "I Accept" button.
    How can this possibly be legally binding? Moreover,
    no company officer signs, or is even named in, this contract,
    or clicks on any "I Accept" button. So is this meant to be
    a one-way contract that is binding on one party but not the other?
    [That "I Accept" declaration in lieu of a signature is an
    interesting choice of words. It's not the bland "I Agree",
    but "I Accept", which calls to mind Billy Graham at a
    revival meeting: Billy says, "Do you accept Jesus Christ
    as your Lord and Savior?" The crowd roars as one,
    "I Accept!"]

    Until recent days, I have never seen a contract with
    any of these provisions (1) to (4). Have you?
    (Maybe I just lead a sheltered life not to have seen such
    provisions before.)
    Please be assured that there really is a contract with
    these provisions. As Dave Barry would say, I am not
    making this up. (While poring through this contract, which
    I was asked to read carefully before "I Accept"ing,
    I jotted down notes on its various provisions. In the
    unlikely event that anyone would like to see those notes
    (8 pages!), just contact me and I can attach the Word file
    to my email reply to you.)

    Comments on these translator-agency contract provisions
    are welcome. Have you had any experience with such
    provisions, and how did you handle them?

    I have a little theory that explains what the above provisions are
    doing in a contract, but I'll keep it "confidential" for a few days,
    lest I skew anyone's response.
    -- Mark Spahn (West Seneca, NY)

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