Expecting an NDA, receiving a Master Contractor Agreement, standard practice? Thread poster: Liliana Marquesini
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Hi,
Hope some of you could help me with this:
As a last step towards onboarding, I was told to sign a Non-Disclosure Agreement, standard practice, right? As it turned out, I was not sent an NDA, but an 11-page Master Contractor Agreement. Is this acceptable? Thanks for your help.
| | | | Samuel Murray 
Netherlands
Local time: 21:49
Member (2006)
English to Afrikaans
+ ...
Liliana Marquesini wrote:
As a last step towards onboarding, I was told to sign a Non-Disclosure Agreement, standard practice, right? As it turned out, I was not sent an NDA, but an 11-page Master Contractor Agreement.
Some clients don't understand that there is a difference. So when they say "NDA", they mean "general agreement" (or vice versa).
| | | | | Thanks! But still feeling uneasy... | Mar 7, 2023 |
Thanks, Samuel, that's good to know.
However, I am concerned about all those pages stating things like:
"During the term of this Agreement, Contractor shall maintain at its own expense full insurance coverage for Contractor, including a), b), ..."
"Contractor declares it is not economically dependent on Company, meaning that the annual amount of the fees invoiced to Company does not exceed 30% of the overall revenue of the Contractor." ??
I welcome your op... See more Thanks, Samuel, that's good to know.
However, I am concerned about all those pages stating things like:
"During the term of this Agreement, Contractor shall maintain at its own expense full insurance coverage for Contractor, including a), b), ..."
"Contractor declares it is not economically dependent on Company, meaning that the annual amount of the fees invoiced to Company does not exceed 30% of the overall revenue of the Contractor." ??
I welcome your opinion on this ▲ Collapse
| | | | Miranda Drew
Italy
Local time: 21:49
Member (2009)
Italian to English
| Let them know what points you don't agree with | Mar 7, 2023 |
If there are points that mean I won't sign the agreement, I usually reach out to the client and ask them to change those sections or point out how those sections don't apply to me. Often you get legal deparments copy/pasting agreements in different fields so they contain a lot of things that don't or can't actually apply to your situation.
In the past I've had companies tell me to cross out those sections I noted and then sign the document.
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| Good suggestion | Mar 7, 2023 |
Thanks, Miranda, you restored my confidence
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When a contract contains parts I don’t agree with I either don’t sign it or if I happen to be interested in working with that particular client or in that project, I tell them which parts I don’t agree with (I must say though that I only managed once to have those parts deleted). On another occasion I crossed out one paragraph I didn’t agree with and signed it. A few months later after I had worked on several projects, they asked me why (apparently, they hadn’t noticed…), I am still ... See more When a contract contains parts I don’t agree with I either don’t sign it or if I happen to be interested in working with that particular client or in that project, I tell them which parts I don’t agree with (I must say though that I only managed once to have those parts deleted). On another occasion I crossed out one paragraph I didn’t agree with and signed it. A few months later after I had worked on several projects, they asked me why (apparently, they hadn’t noticed…), I am still working with them… ▲ Collapse
| | | | Kevin Fulton
United States
Local time: 15:49
German to English
| Disguised employment relationship | Mar 7, 2023 |
Liliana Marquesini wrote: "Contractor declares it is not economically dependent on Company, meaning that the annual amount of the fees invoiced to Company does not exceed 30% of the overall revenue of the Contractor." ?? I welcome your opinion on this
This is to avoid what the International Labor Organization calls a "disguised employment relationship" that is, a scheme to employ a person full-time without providing statutory benefits. That is, the company cannot knowingly provide more than 30% of your income. – and you cannot claim full employment benefits from that company. I can't imagine that in the event of an audit, a comparison of the company's payments to you and your actual income would be performed. There have been a few times when a single client has provided more than 30% of my translation income in a given year, and I suspect that I'm not the only one. Basically you don't need to keep close track of your payments from the client and stop working for them until your other clients have provided 2/3 of your income.
[Edited at 2023-03-07 14:42 GMT]
| | | | | @Maria Teresa | Mar 7, 2023 |
The client has sent me the document through a platform where the only action allowed is to sign... But I can still have a discussion with them before signing .
Thanks, María Teresa, for sharing your experience.
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Now that paragraph makes perfect sense!
Thanks, Kevin, for the explanation
| | | | Jo Macdonald
Spain
Local time: 21:49
Italian to English
+ ...
| Just sign this...or not | Mar 8, 2023 |
Hi Liliana
A few of the things you mention are what I'd consider warning signs that would dampen my signing enthusiasm, but if there's no hold harmless clause it's probably OK.
If there are clauses such as "you will pay big buckaroos for any damages caused directly or indirectly to us, our clients, our clients clients, their grandmothers or her kitchen sink... whatever, for me that's kinda the limit.
[Edited at 2023-03-08 13:20 GMT]
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Jo Macdonald wrote:
A few of the things you mention are what I'd consider warning signs that would dampen my signing enthusiasm, but if there's no hold harmless clause it's probably OK.
If there are clauses such as "you will pay big buckaroos for any damages caused directly or indirectly to us, our clients, our clients clients, their grandmothers or her kitchen sink... whatever, for me that's kinda the limit.
[Edited at 2023-03-08 13:20 GMT]
Or do what I do and just sign everything on the assumption that the agency will never try to enforce it anyway because legally it's not worth the paper it's written on/it's not worth their while pursuing that kind of money internationally/you're not likely to be sufficiently negligent to trigger any such clauses.
Has anyone here ever had an NDA or non-compete clause enforced against them?
| | | | Baran Keki
Türkiye
Local time: 22:49
Member
English to Turkish
| Just because you're paranoid... | Mar 8, 2023 |
Ice Scream wrote:
Or do what I do and just sign everything on the assumption that the agency will never try to enforce it anyway because legally it's not worth the paper it's written on/it's not worth their while pursuing that kind of money internationally/you're not likely to be sufficiently negligent to trigger any such clauses.
Has anyone here ever had an NDA or non-compete clause enforced against them?
The topics on NDAs always remind me of this clip... brilliant.
https://www.youtube.com/watch?v=PrajM-aG4tc
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| Computer says no | Mar 8, 2023 |
Sadly, even though I personally funded that show with 20% of my own blood, sweat and tears, I'm not allowed to watch it. You furriners get all the luck...
| | | | Baran Keki
Türkiye
Local time: 22:49
Member
English to Turkish
| Your feather would be proud... | Mar 9, 2023 |
Ice Scream wrote:
You furriners get all the luck...
As a furriner, it took me years to get through his accent and appreciate his humour, but it was well worth it. Too bad he's wasting his talent cooped up in his room playing Euro truck simulator and other stupid computer games these days...
[Edited at 2023-03-09 07:23 GMT]
| | | | Jo Macdonald
Spain
Local time: 21:49
Italian to English
+ ...
Just doesn't feel right.
I've said no to quite a few potential clients for this reason so you could be right.
I did try to change my attitude once in a content writing contract but just ended up refusing every job because the contract felt unfair. The jobs were of the "I need this for yesterday" kind, so...
Ice Scream wrote:
Or do what I do and just sign everything on the assumption that the agency will never try to enforce it anyway because legally it's not worth the paper it's written on/it's not worth their while pursuing that kind of money internationally/you're not likely to be sufficiently negligent to trigger any such clauses.
Has anyone here ever had an NDA or non-compete clause enforced against them?
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