Hesitating?

Non-Disclosure/Confidentiality and Service Level/Collaboration Agreements – What Are Translators Afraid Of?

NDAs and SLAs have been around in the translation/localization industry for years. LSPs use them to both secure the confidentiality of end-clients’ content and projects so that valuable data is not revealed before the product hits the market and this way, the competition is left behind, as well as to clearly define the collaboration terms so that both sides know what to expect from each other and the subject of these requirements, usually the quality of language services (be it translation, localization, editing/revision, DTP, engineering, LSO, review and so on and so forth), different metrics, possible penalties and discounts. Often, there are other terms that are relationship-specific or secure other areas of mutual collaboration. What are you afraid of then?

In my freelance career, I had to deal with many such agreements, a vast majority of which was really well built and secured both sides of the business relationship. However, there were some with terms I couldn’t accept for various reasons (yes I know that some of the companies like to insert absurd terms into such agreements, the recent example being the attempt to reserve the right to browsing and checking your own computer for any reason by one of the top global LSPs in the new version of their NDA). These weren’t the reasons, though, that stemmed from my inability to accept the responsibility for my own work. Now I am on the other side of the fence, and unfortunately, recently, I have observed that people do not want to accept the responsibility any more. For some reason, they see a LSP as an entity that wants to rip them off and they see these agreements as the tools for doing so. How sad and how untrue!

From my recent experience, the main concern about the rejection of a confidentiality or collaboration agreement is that they are rejected by vendors “just because”. In most cases, they are unable to tell why they don’t want to sign them. “I don’t sign any documents of this type” – well that makes me worried about the LSPs you work for and their end-clients. Providers who are able to articulate clearly what they don’t like in a given contract, usually are open for negotiations and finding mutually acceptable terms. This also happens. However, one must remember that there are terms that cannot be negotiated. They are those that secure the vital information about clients, end-clients, projects and content. You need to remember that we are going to pay huge penalties when data that shouldn’t be revealed is somehow revealed. And most probably our LSP client is also going to pay fines, however they are even bigger. So if you don’t want to sign this, sadly we need to resign from collaboration, even if you are the best linguist in the world. You don’t want to sign the Service Level Agreement which specifies what quality scores you should receive, otherwise we need to deduct part of your payment? What’s wrong with that? You won’t pay your car mechanic if you need to get back to the garage as the problem doesn’t seem to have been fixed. You need to remember that these terms are established also for you. They are there so that each side of the deal knows what works, when and why. And remember that even if you don’t want to sign a SLA, the quality metrics will still be applied (very often they are there on your Purchase Order and you accept these terms automatically with accepting the project).

Last but not least, the important point that is almost always overlooked by providers questioning confidentiality agreements: the cost of acquiring the customer. The sales cycle in the translation localization industry is often 1 even to 2 years. During that time, many people work hard in order to show the value to a prospective client, e.g. marketing, sales and designers, to name only a few. LSPs need to protect themselves so that when they spend that considerable amount of money to bring a client on board, they won’t lose them soon after due to some not exactly fair competitive activities of a vendor (yes, apart from those bad translation agencies/companies, there are also providers doing such things – and until you have worked together for a long time, how can you judge someone’s integrity properly? In some cases, even after a long time, someone may decide to take shortcuts and take a client away from you). This is one of the most important reasons why certain amounts and penalties are included both in NDAs as well as in collaboration agreements. A poor project usually means much more than the project itself. The implications reach much farther beyond that one particular project. And the financial consequences are not limited to that project only. It’s really serious, so please think about it before you ask an LSP to limit your responsibility to that one failed project as it doesn’t cover anyone against anything and does not resolve the issue.

Although a standard vendor sourcing/application procedure, signing non-disclosure and collaboration agreements still seems to be a problem for many providers applying to Language Service Provider companies for work. Before you sign any documents, please read them thoroughly and do not sign them if you feel uncomfortable with the terms. But remember about the other side of the coin. Before you reject anything on no solid grounds, ask the LSP why a given term is there and how it is supposed to work. Or better ask your lawyer. Let them consult the agreement with the LSPs lawyer if possible. But remember that certain terms assume much more that you can see at first glance and it’s not an act of ill-will of a translation agency, it’s just the ability to foresee the possible outcomes. So now, please sign here and here.

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