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chikuse
Member

NDA

After I accepted the offer, my client said she wanted me to sign an NDA. It is a translation job. What terms should I have in it to protect myself? Thanks!
ACCEPTED SOLUTION

It's hard to tell without seeing the rest of the paragraph in terms of what they are referring to.  If the information becomes public through means not of your making, you are usually released from needing to hold it confidential (because it is already out there).  I would also recommend looking at the section that discusses remuneration.  For example I've seen some that allows the client to recoup attorney fees if it is found that the freelancer violated the contract.  However, if the freelancer was found to be innocent, no such provision for recouping fees as in evidence.  So either both parties should be responsible for their legal fees or go by the "winners" rule. 

 

Also, there is actually already an NDA in place just by working through UW.  You can send the below link to your client.  I've had some drop the need for an additional NDA based on this while others still wanted their own.

 

https://www.upwork.com/hiring/legal/intellectual-property-protection-non-disclosure-agreements/

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9 REPLIES 9
mwiggenhorn
Member

In my experience, the client usually has their own NDA that they want you to sign.  Most are pretty generic.  Just read it carefully.

Thanks Mary! I'm not quite familiar with legal English. Maybe I should hire someone to review that for me.

Does anyone have an electronic NDA file that I can use? 

tlsanders
Member

One thing you'll want to watch out for is that many documents clients refer to as NDAs also include non-compete clauses which, if applied as written, would prohibit most of us from doing a lot of the freelance work we routinely do.

 

When this occurs, I always point it out to the client and request a change. I have never had a client refuse to make the change or withdraw an offer because of this request, though a few have asked me to make the changes and submit a revised agreement to them.

Hi Tiffany, Thanks for your reply! I took a quick look at it. I didn't see any non-compete clause in it. I found something like "Without granting any right or license, the Disclosing Party agrees that the foregoing shall apply indefinitely with respect to any information following the disclosure thereof or any information that the Receiving Party can document...." Is this common? I mean "indefinitely"? I've never seen this used in other NDAs before. I used to work in pharmaceutical industry and have signed a lot of CDAs. I don't recall I saw this word in any of the CDAs I've signed. Not sure if it's different in translation industry.

It's hard to tell without seeing the rest of the paragraph in terms of what they are referring to.  If the information becomes public through means not of your making, you are usually released from needing to hold it confidential (because it is already out there).  I would also recommend looking at the section that discusses remuneration.  For example I've seen some that allows the client to recoup attorney fees if it is found that the freelancer violated the contract.  However, if the freelancer was found to be innocent, no such provision for recouping fees as in evidence.  So either both parties should be responsible for their legal fees or go by the "winners" rule. 

 

Also, there is actually already an NDA in place just by working through UW.  You can send the below link to your client.  I've had some drop the need for an additional NDA based on this while others still wanted their own.

 

https://www.upwork.com/hiring/legal/intellectual-property-protection-non-disclosure-agreements/

Hi Scott, Thanks a lot for your suggestion and the link. I'll send her the link and see how it goes.

Jiang,

As has been said, for the NDA itself it's more a matter of striking extraneous matter such as "non-compete" clauses than including anything to protect your own rights.

Let the NDA serve its limited purpose, and propose or require any protection or reservation of your own rights as a separate contract.

Best,
Michael

Hi Michael, thanks a lot! I used to work in a big pharma and had a whole legal team to review CDAs. Now I have to do it all by myself. Have no idea where to start. hehe. Thanks a lot for your suggestion! It took me several hours to finally log back in here again. Still not sure if I could send this message out or not though. In case this can be sent out, a big THANK YOU to you all for helping me out here! Much appreciated!

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