When I’m sent an NDA/vendor/project/work or other type of agreement by a client requesting my signature, I always take my responsibilities seriously and read through the text. Bless those clients who manage to keep their agreements to 1-2 pages; I’ve been known to lose patience with the 7-8 pagers and just not get around to reading or signing those.
Here are several things I review carefully, and often change, before signing.
Disclosure of Material
I have signed NDAs on file for my team members and getting work done within our organization requires that I share data with them, on a need-to-know basis. From time-to-time I find the following clause in an agreement I’m asked to sign:
- I shall not disclose the contents of such material to any third party, nor shall I…
I always change this to:
- I shall not disclose the contents of such material to any third party, except to associates with whom a separate non-disclosure agreement has been signed and on a need-to-know basis for the purpose of handling work, nor shall I…
This is just common sense, and I rarely get any kick-back from clients over it.
Sometimes an agreement will require that I agree to delete/destroy all project data (both digital and physical documents) after the project is complete or on demand should the client request it in the future.
- …After completion of the project or on request of the client, I agree to delete all project files, and to…
However, I am not willing to agree to this. Not only would it mean having no personal record of work done and no authoritative basis on which to defend our work should there be future complaints, or even lawsuits, regarding our work, but to delete it from my work files and archived files kept in multiple locations, as well as in the archives of my team members is simply unworkable. I’m not out sharing data, but I’m also meticulous about not losing data either and the effort that would have to go into this kind of deletion in the future (presumably without payment) would be unreasonable.
I have lost a job or two over the years by refusing to agree to this data deletion provision (in particular with attorneys, the type of client you definitely DO NOT want to leave yourself data-less for), but I insist on the following addition and it usually doesn’t cause any issues:
- …After completion of the project or on request of the client, I agree to delete all project files, except for digital copies kept for archiving purposes, and to…
Personal or Corporate Signature
Thanks to my personal relationships with clients, often an agreement will come to me to sign which is pre-filled in to be between me (“Steven Bammel”) and the client and which requests my signature at the end in my personal capacity.
However, as all work of my company is officially done under the name of Korean Consulting & Translation Service, Inc., my attorney has clearly told me never to sign a work agreement where I, personally, am the one signing.
It’s not hard to fix; I simply cross out my name and replace it with the name of my company in the agreement header. And then when I sign, I sign with my name, followed by “President” and then my company name, to make it clear that I am serving in my official capacity.
The only time this is an issue is when an agency client is having me certify a translation but doesn’t want their end client to know the name of my company. I certainly sympathize with that interest, since I also don’t fully share my client information with vendors or vendor information with clients, but if a client has this requirement, they should look elsewhere for a translator working as a freelancer, not a company like Korean Consulting & Translation Service, Inc.
When I’m sent an agreement which has signature lines for two people (me and my client) to sign, I always add the following to the end:
- Special Provision: This Agreement shall remain valid after [date about a month later] only if a copy of this Agreement (scanned, faxed or original) on which authorized representatives of both parties have signed and dated, including initialing each page, has been received by each party by [date about a month later].
The reason for this is that I got tired of signing agreements and sending them back, only to have the client never bother to return a counter-signed copy to me! In such case, it means my signature is out there indefinitely on agreements that I’m bound to adhere to, but which the other party is not. This special provision simply assures me that should the other party fail to follow-up with their signature in a prompt fashion, the agreement becomes void and it doesn’t have the potential to come back and bite me some day later.