NDA - general question Thread poster: Inez Ulrich
|
|---|
Inez Ulrich 
Germany
Local time: 10:35
Member (2016)
English to German
+ ...
Hi all,
I have signed many NDAs before, but never read them word by word, tbh. Now, I am supposed to sign another one - which I read !
The thing I don't get is: why are they talking about "each party" when it is in fact only about me, about what I am not allowed to do (basically to not disclose any private information, of course).
But I'd like to ask you about this paragraph (and it is prob... See more Hi all,
I have signed many NDAs before, but never read them word by word, tbh. Now, I am supposed to sign another one - which I read!
The thing I don't get is: why are they talking about "each party" when it is in fact only about me, about what I am not allowed to do (basically to not disclose any private information, of course).
But I'd like to ask you about this paragraph (and it is probably totally fine, but I'd like to make sure:
LIABILITY FOR DAMAGE
In accordance with the applicable regulations of the United Kingdom, each party is liable for any unauthorized disclosure of confidential information of other parties obtained on the basis of this agreement or due to the realization of the agreed business purpose.
The parties agree that the violator of this agreement is obliged to reimburse all proven damages incurred for the above reasons. In this case, the Providing party shall issue a statement of the incurred damage, and the Receiving party undertakes to pay the incurred damage within 15 days from the issuance of the statement.
A request shall be deemed to be justified if it is accompanied by appropriate evidence showing that the Receiving party had indeed violated the provisions of this agreement.
So, again, it is only me who is affected, right? And who assesses that incurred damage and how much the fine is? I'm really suspicious lately, not sure why, so I'm asking you what to think of this.
Thanks! ▲ Collapse
| | | | Joakim Braun
Sweden
Local time: 10:35
German to Swedish
+ ...
| Die Vertragsparteien vereinbaren... | Jan 11, 2022 |
In theory this all applies to both parties equally, but in practise (as you surmise) it would only apply to you.
I wouldn't sign this. It's basically a standard NDA, but vague stuff like "A request shall be deemed to be justified if it is accompanied by appropriate evidence" is unacceptable. I've never seen an NDA that basically says "you must pay any monetary demands we put to you within 15 days".
| | | | Inez Ulrich
Germany
Local time: 10:35
Member (2016)
English to German
+ ...
TOPIC STARTER
Joakim Braun wrote:
In theory this all applies to both parties equally, but in practise (as you surmise) it would only apply to you.
I wouldn't sign this. It's basically a standard NDA, but vague stuff like "A request shall be deemed to be justified if it is accompanied by appropriate evidence" is unacceptable. I've never seen an NDA that basically says "you must pay any monetary demands we put to you within 15 days".
Thanks, Joakim, I had the same impression. Maybe others will chime in, but I don't think I will sign this.
| | | | Tina Vonhof (X)
Canada
Local time: 02:35
Dutch to English
+ ...
The word 'party' is a standard legal term that may refer to one or more persons who are entering into a contract. In this case, on one side it's the agency and on the other side it's you (the receiving party).
If you unpack all this legalese, the sentence "each party is liable for any unauthorized disclosure of confidential information of other parties" involves both the agency and you and a third party (the end client) whose information may not be disclosed.
In the ne... See more The word 'party' is a standard legal term that may refer to one or more persons who are entering into a contract. In this case, on one side it's the agency and on the other side it's you (the receiving party).
If you unpack all this legalese, the sentence "each party is liable for any unauthorized disclosure of confidential information of other parties" involves both the agency and you and a third party (the end client) whose information may not be disclosed.
In the next paragraph: " the Providing party shall issue a statement of the incurred damage, and the Receiving party undertakes to pay the incurred damage within 15 days from the issuance of the statement." Here, the Providing party is the agency and the Receiving party is you. If you breach confidentiality, you would have to pay and they will provide a statement specifying the damage and the required payment, on one condition:
"A request shall be deemed to be justified if it is accompanied by appropriate evidence showing that the Receiving party had indeed violated the provisions of this agreement." The agency would have to provide proof that you had indeed violated the confidentiality of the end client's information. That is often difficult to prove, but if, for example, you put some of the confidential information on Facebook, it would be easy.
Then, the last paragraph: "A request shall be deemed to be justified if it is accompanied by appropriate evidence showing that the Receiving party had indeed violated the provisions of this agreement." It says the same thing: they must provide proof.
Indeed, it's all about you. You are in a sense the 'dependent' party - if you don't agree, you may not get the job. Other contracts are often the same: if I don't agree with my rental agreement, I don't get the apartment. But, as a professional translator you would never disclose confidential information, so it's really nothing to worry about. I have seen many NDA's with these same conditions and, if it's for a trusted client, I don't hesitate to sign it. The agency has a right to demand confidentiality and they agree that they would need provide proof if you breach it - that part is on them. ▲ Collapse
| | |
|
|
|
Adieu
Ukrainian to English
+ ...
They just plagiarized generic NDA text somewhere.
| | | | Inez Ulrich
Germany
Local time: 10:35
Member (2016)
English to German
+ ...
TOPIC STARTER
Tina Vonhof wrote:
The word 'party' is a standard legal term that may refer to one or more persons who are entering into a contract. In this case, on one side it's the agency and on the other side it's you (the receiving party).
...
I am familiar with those legal terms, but I have a problem with what Joakim mentions as well, that vague stuff. Of course, I don't disclose private information.
| | | | | Liability vs contractual obligation | Jan 11, 2022 |
I wouldn't sign that sort of NDA.
If we agree to keep information confidential, then we can always be held liable for a breach in court, in which case the agency would have to substantiate their claim and a judge would have to decide.
This sort of clause turns the liability into a contractual obligation, making the agency both party and judge. That's not a healthy way of doing things and it deprives us of the right to have such a claim tested in court. Of course, we cou... See more I wouldn't sign that sort of NDA.
If we agree to keep information confidential, then we can always be held liable for a breach in court, in which case the agency would have to substantiate their claim and a judge would have to decide.
This sort of clause turns the liability into a contractual obligation, making the agency both party and judge. That's not a healthy way of doing things and it deprives us of the right to have such a claim tested in court. Of course, we could refuse to pay, obliging the agency to take us to court, but we would be in a weaker position because of the contractual obligation to pay whatever the agency likes.
We may not get any tasks from such a client, but then we'll get them from more reasonable agencies. ▲ Collapse
| | | | | Reading of "each party" | Jan 12, 2022 |
I agree with Tina. As I understand it, this unequivocally means each party to the contract.
| | |
|
|
|
Inez Ulrich
Germany
Local time: 10:35
Member (2016)
English to German
+ ...
TOPIC STARTER
Nikki Scott-Despaigne wrote:
I agree with Tina. As I understand it, this unequivocally means each party to the contract.
yes, I'm aware of that, but in the end, it would only be me who is affected by penalties etc. That is why I find the working ridiculous and misleading. They have nothing to lose, I have a lot to lose.
| | | |
you sign or arrange a normal job contract (as a separate signed paper or, more commonly, as an acceptance of received job) plus you are hired to daily (and forever, for the rest of your life) lift high the banner of your customer's confidentiality. This second extra-job is unpaid for you in no way.
In the old times (before covid), just an informative letter or an oral reminder about the confidentiality, was enough.
I do my best to avoid the NDAs with liability and unlim... See more you sign or arrange a normal job contract (as a separate signed paper or, more commonly, as an acceptance of received job) plus you are hired to daily (and forever, for the rest of your life) lift high the banner of your customer's confidentiality. This second extra-job is unpaid for you in no way.
In the old times (before covid), just an informative letter or an oral reminder about the confidentiality, was enough.
I do my best to avoid the NDAs with liability and unlimited time clauses.
The customer should bear the risk of non-desired disclosure, and arrange for a comfortable insurance for any amount.
[Edited at 2022-01-12 15:14 GMT] ▲ Collapse
| | | | Inez Ulrich
Germany
Local time: 10:35
Member (2016)
English to German
+ ...
TOPIC STARTER
Gennady Lapardin wrote:
you sign or arrange a normal job contract (as a separate signed paper or, more commonly, as an acceptance of received job) plus you are hired to daily (and forever, for the rest of your life) lift high the banner of your customer's confidentiality. This second extra-job is unpaid for you in no way.
In the old times (before covid), just an informative letter or an oral reminder about the confidentiality, was enough.
I do my best to avoid the NDAs with liability and unlimited time clauses.
The customer should bear the risk of non-desired disclosure, and arrange for a comfortable insurance for any amount.
[Edited at 2022-01-12 15:14 GMT]
I am not willing to sign all kinds of stuff anymore, especially as 90% of my clients don't ask for such a thing. I treat confidential stuff the way it has to be treated, that goes without saying. And that's it for me then. Thanks for your reply!
| | | | To report site rules violations or get help, contact a site moderator: You can also contact site staff by submitting a support request » NDA - general question | CafeTran Espresso | You've never met a CAT tool this clever!
Translate faster & easier, using a sophisticated CAT tool built by a translator / developer.
Accept jobs from clients who use Trados, MemoQ, Wordfast & major CAT tools.
Download and start using CafeTran Espresso -- for free
Buy now! » |
| | Trados Business Manager Lite | Create customer quotes and invoices from within Trados Studio
Trados Business Manager Lite helps to simplify and speed up some of the daily tasks, such as invoicing and reporting, associated with running your freelance translation business.
More info » |
|
| | | | X Sign in to your ProZ.com account... | | | | | |
Login to reply/comment 
Translation news
