Posted by: patenttranslator | March 4, 2011

What Is the Real Purpose of Four-Thousand-Words-Long “Independent Contractor Agreements”?

I recently indirectly turned down a job from another “Translation Industry Leader” that I had never heard of before. Why do all of these agencies that claim to be able to translate anything from any language to any other language call themselves either a “Leader” or  a “Boutique” on their websites? They could be a little bit more creative. This one was a Translation Industry Leader, which usually means that there are at least two people on the “staff” of the Translation Industry Leader, sometime more than three. The translation was 9 pages, the guy on the other hand of the phone line said, and the deadline would be in about 5 days. I quoted my rate, the guy said it was OK, so I said that I would take a look at it. I had just finished another Japanese rush translation after about two weeks of a non-stop onslaught of work with short deadlines. I was kind of really tired but I am always interested in more work.

But instead of the document for translation, I was sent 6 pages of a densely printed “Independent Contractor Agreement”, 2 pages of a “Profile Form” asking for all kind of personal information, such as whether I use Trados and what is my Skype handle, as well as a W-9 Tax form to fill out. Now, I understand that some clients demand that translators sign a confidentiality agreement first before they can be shown the documents. But this sounded like a run-of-the-mill translation, and the agreement was not a simple confidentiality agreement with a tax form which I normally always sign. A simple confidentiality agreement would have just a few hundred words. This “Independent Contractor Agreement” had between three to four thousand words.

When a “Translation Industry Leader” sends me this amount of paperwork before I can even determine whether I want to accept the work or not, I know right away that this is not the kind of company that I want to work for. But, to give it one more try, I replied with an e-mail in which I asked politely whether I could see the document first before I give them all this information about myself ……… There was no answer at all. That is just plain rude, is it not? Where are their manners? Perhaps they never came across a translator as insolent and presumptuous as this mad patent translator in the entire history of this “Translation Industry Leader” , which was all of nine years old (I have been translating patents for 24 years now).

If an “Independent Contractor Agreement” needs to have four thousand words in it to specify all the duties of the translator toward the agency, what kind of independence can such a translator have, especially if he is asked to sign it even before being able to determine whether he really wants the job or not? As I said, I sign confidentiality agreements all the time and I strongly believe that confidentiality of documents for translation must be protected as I write for instance in this blog post. But many of the sections in the verbose agreements that I have been seeing recently are completely ridiculous. This one had a section titled “Contractor’s Qualifications” stating that the Contractor and its employees possess the education, training, skills, licenses, and supplies incidental and necessary to provide translation services. This is very clever because somebody who does not “possess skills and licenses”, whatever that means, would obviously never in a million years sign a piece of paper like this just to make a fast buck. There was also a section that said that I provide workers compensation insurance to my employees or subcontractors, followed by  another section that clearly stated that I cannot subcontract the translation to another translator without a prior permission. So do they want me to pay workers compensation insurance to my employees and subcontractors, which I am not supposed to have, or not? I am kind of confused here. The agreement described in detail all the information that must be on my invoices. It sort of sounded like I might not get paid at all if they don’t like the letterhead on which my invoices are printed.

There were also two interesting sections called “Company Innovations” and  “Ownership of Company Innovations” which said that I would assign “entire worldwide rights, title and interest and all associated and intellectual property rights” (derived from my translations of high intellectual value documents such as birth certificates I presume) “to the agency, as well as all intellectual property rights of my employees, agents, representatives and subcontractors”  (which I thought I was not allowed to have) “solely or jointly with others, conceived, reduced to practice, created, derived, developed or made within the scope of their work to the Company”, and that “notwithstanding the generality of the foregoing, the Contractor will execute a signed transfer, in the form provided by the company, of all innovations to the Company”  …. blah, blah, blah, blah.

Why the hell would I want to do that? I don’t even know whether I can fit the damn job in before I can see it. I’m sorry, I don’t assign to anybody “entire worldwide rights” to what’s in my head. My mama taught me better than that. I still remember her words of wisdom: “Son, what’s in your head is yours. Nobody can take it away from you”. I even said these same words to my kids too, although I am not sure whether they paid attention. Probably not.

The “Independent Contractor Agreement” obviously also included a section called “Jurisdiction/Attorneys Fee” in which I am asked to pay the Company’s costs of litigation, arbitration and/or related mediation, including “reasonable attorney’s fees”, although everybody who ever had to pay a lawyer’s bill knows that there is no such thing as “reasonable attorney’s fees”.

I think that the main reason for these ridiculous and demeaning “Independent Contractor Contracts” is to show to the translator who’s the boss here. A translator who signs such an agreement, before even being shown the job, is clearly acknowledging that he is nothing but a lowly peon, an easily replaceable cog in the ingenious machinery designed by the quasi godlike “Company”. You’d better know your place in the food chain and do as the “Company” says, because if the “Company” decides in its infinite wisdom to sue you, you will even have to pay their lawyer’s fees. Sign right here and maybe we will throw a small job your way.

Well, I beg to differ. I happen to think that unlike this highly experienced and somewhat unique mad patent translator, the “Translation Industry Leader” that called me a few days ago is in fact very easily replaceable.

But that is not the main difference between that agency and this translator. The main difference between them and me is that I can do my work and make money without people like them, while they can’t do their work and make money without people like me.

But I don’t think that this is something that this “Translation Industry Leader” understands.

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Responses

  1. […] See original here: What Is the Real Purpose of Four-Thousand-Words-Long “Independent … […]

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  2. Hi,

    I really enjoyed this post, and found myself nodding and chuckling while reading it.

    I’m also a J-E patent translator and have been asked to jump through similar hoops by potential clients. Like you, this sets my teeth on edge and I generally say thanks but no thanks.
    I suspect that, in the case of large agencies, requirements like this are dreamed up by people in the “legal department” trying to justify their own jobs.
    I have no problem with signing a short NDA (1 page should suffice) when translating IP-related materials, but anything beyond that is unnecessary IMHO.
    I signed a short NDA with a small agency around 6 years ago, and have now translated over 2 million words for them. That’s how an agency-LSP relationship should work!

    Keep up the blog. I always enjoy it.

    Matt Young.

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  3. Thank you for your comment.

    Every business relationship is based on trust.

    Four thousand words of legalese that some people want to make translators sign could be summed up in one sentence:”I don’t trust myself to make the right decision because I can’t really tell a good translator from a bad one (since I don’t really know much about anything), so I will make every translator sign a long piece of paper, which will make me safe”.

    It’s really a pretty funny concept. But at least it identifies right away agencies that you want to stay away from.

    Hope you will leave more comments.

    Best regards,

    Steve Vitek

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  4. The volume of projects assigned by an agency (Vp) is always inversely proportional to the length of the NDA (Ln)–whereby Vp approaches zero, if Ln > 2 pages. It’s a law of nature.

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  5. We could could have our own independent contractor agreements which would include confidentiality and other provisions and make the broker sign it. Some agencies have agreements in MS Word so that they can be modified by both parties, but they are in a minority. I think that we should insist on contracts in MS Word so that we could have some say as well.

    At the very least, we should cross out objectionable parts such as for instance clearly illegal passages that claim ownership of what’s in our heads (we are not their employees, we are independent contractors) and other garbage such as references to “reasonable attorney’s fees”, create our own PDF file with handwritten additions and send it back signed to the agency. I have done it and a few times I did get the job because they really needed me for a particular job, although I did not continue working for them after that job.

    We are not slaves. We are a party to a contract. And they need us more than we need them because we can work without them but they can’t work without us.

    If more people started thinking like this, it would be a better world for translators.

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  6. Hi Steve!

    Great post, thanks! I really enjoyed it.
    “Sign right here and maybe we will throw a small job your way” : that’s exactly how I feel about long NDAs, free translation tests and information forms that we may get. I also often wonder about where the manners of these people are.

    Some of them will just ignore your emails as soon as you tell them what your rates are. I think this is really rude and unprofessional. If I’m not able to do a translation or am unavailable, I always reply to the person asap. I now keep a list of those people who don’t answer emails as I sincerely believe this is a good way of sorting who can be nice to work with and who can’t.

    Cordialement,

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  7. I know what you mean.

    Some people don’t even have the courtesy to acknowledge receipt of a translation.

    Hell has a special place for people like that!

    Best regards,

    Steve Vitek

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  8. […] I have not seen many “Confidentiality Agreements” recently after I wrote this post, but I expect that they probably have many new even more demeaning clauses in them designed to put “freelance translator” in a little cage, not all that different from the little cages in which pigs and cows are kept in modern, highly efficient agro-business operations. […]

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