Do I sign this contract?
March 21, 2012 3:35 PM   Subscribe

Is this contract for translation reasonable? Normal? Acceptable?

I considered making this anonymous, but it is kind of time-sensitive, so .... Here goes.

I just got emailed a contract for a project that I really really (really really really) want to do. It contains some stipulations that strike me as odd, but I could be wrong, as I don't have much experience with this type of contract. It's from a third party agency sort of place, which found me for the client.

My concerns:

- the contract assigns me a new email and says that I may only communicate with the client that way. This is a project where I would need to be in frequent touch with the client, preferably by phone or Skype. I don't know if someone from the agency would have to be on those calls, too, or if they would be reading the emails.

- it says that any future translations I do with this client must be through the agency, and at the rate set for this project. The rate I accepted is low, because I am so interested in the project, but I don't know that I'm so interested tht I'll commit to it indefinitely.

- also it has a very short turnaround time in the contract, although the client said that they wanted me to take as long as I needed to do the job well.

I guess I am sort of inclined to sign it and hope for the best, since I want to do this project, and i can always just refuse to do the next thing that comes up if they won't renegotiate the rate. I also want to do more things like this, and don't want to be stuck going through an agency.

Is it dumb to sign the contract? Is it dumb not to sign the contract? I am afraid I will do the wrong thing!
posted by little cow make small moo to Work & Money (12 answers total)
I showed your post to my translator friend who works through different agencies: "nothing strikes me as too odd except for the unique skype and email. the client thing is just non-compete. it's a very diffuse and opaque industry."
posted by mochapickle at 4:06 PM on March 21, 2012

The bit about "you can't work independently for this client" is absolutely standard.

However, I would go back to the agency and say that the timeframe doesn't reflect what the client asked for. Perhaps it's an error.

I'd also ask how they want to handle phone or Skype calls.
posted by Sidhedevil at 4:08 PM on March 21, 2012

Are you an employee of the agency? If so, then yes, it's appropriate for you to use the e-mail account that they specify for their employees. And, in general, to work however they tell you to work while you're an employee.

But if you're an independent contractor then you should use your own tools. It's no more appropriate for the agency (or your client) to specify what e-mail you use than it would be for them to specify what word processing software you use or what type of computer. In the US, specifying this type of thing is on the IRS checklist of distinctions between an employee vs contractor, for tax purposes.

The reason they want to constrain the channels of communication is to prevent you and the client from negotiating behind their back and cutting them out of future projects. The client has every incentive to try that because they're paying a fee to the agency, probably through a mark-up of your hourly rate.

These stipulations aren't uncommon. But that doesn't mean you have to accept them at face value. Mark up the contract with your changes and send it back. The e-mail thing would be a dealbreaker for me.
posted by Jeff Howard at 4:12 PM on March 21, 2012 [1 favorite]

Ok, that makes me feel better about it. Thanks.

Maybe I'll email back and ask about the timeline and the email? I also was under the impression that not having a specified email was part of the employee-contractor, since I had to give up my work email for the other company I work for when I switched to contractor status.

The non-compete portion makes sense to me, it was more the "this rate for all future work" that surprised me, though I guess it shouldn't, since what else would they say? Is renegotiating for a higher rate after the first job goes well a thing that happens, or will I be stuck with the rate I acquiesced to?
posted by little cow make small moo at 4:23 PM on March 21, 2012

Freelance copywriter here. Using their email: not uniformly standard, but certainly something I've encountered before. IMO it's about making their team look bigger than it is, and allaying potential client concerns about dealing directly with subcontractors. Noncompete language: totally standard, though you should at least try to get them to strike the clause about the same rate. Timeframe: big red flag. Definitely point that out and ask for clarification and alignment with previously agreed-to deadlines.
posted by Gender is the Soul's Pajamas at 4:26 PM on March 21, 2012 [2 favorites]

Maybe suggest that instead of "all future work" (until eternity!) be at this set rate, perhaps that should be something like "all work in the next three years."
posted by easily confused at 5:09 PM on March 21, 2012

Professional translator here. Trying to set future rates is something I have never heard of before, and looks like they are trying to take advantage of you to lock you into a cheap rate now while you're vulnerable.

These people are slimy, if nothing else.
posted by zachawry at 5:29 PM on March 21, 2012

Another freelance contractor, formerly. In every instance except a couple, I used my own email address, but I didn't have an issue using a company-assigned one. If you do, I guess you can try to negotiate it, but when you go through a third-party it's fairly standard, if not exactly clear whether that is a mark in the "employee" column.

Nothing strikes me as odd except the rate staying the same for future projects, and the time frame. I'd ask to have the rate for future work statement stricken, or amended to include negotiation. Clarify the time frame as well.
posted by sm1tten at 5:29 PM on March 21, 2012 [1 favorite]

I'm a translator. You can always mark up a contract if you don't like the terms. You can add something like "rate subject to renegotiation after delivery of first translation" or whatever.
posted by adamrice at 6:16 PM on March 21, 2012 [1 favorite]

All right, I think my new plan is to reply and ask about the timeframe and push back on the non-compete section -- either have a time limit put on it (perfunctory googling suggests indefinite non-competes are probably unenforceable anyway?) or have it amended to say the rate can be negotiated in the future.

It is kind of a unique situation where me being in contact with the client is necessary for the project to work at all, so i get that it's tricky territory for the agency. But it is for me, too!
posted by little cow make small moo at 6:23 PM on March 21, 2012

perfunctory googling suggests indefinite non-competes are probably unenforceable anyway?

IANAL and TINLA, it is only advice based on my own experience as a translation project manager. Indeed, indefinite non-competes are unenforceable. The last time I wrote up freelancer contracts with my company, 3 years was the maximum (I'm in France/EU, but as an American with US-based translator contacts, I know it's similar there).

It is kind of a unique situation where me being in contact with the client is necessary for the project to work at all, so i get that it's tricky territory for the agency. But it is for me, too!

Well, FWIW, it can be non-tricky and mutually beneficial when a foundation of trust has been built. My absolute favorite anecdote, that I can now tell because it was over a decade ago, was when I was copyediting translations for the Prime Minister (of France, Lionel Jospin at the time) through an agency. The agency had known me long enough to trust me, and they received a call from the Prime Minister's assistant, who wanted to speak with the copyeditor – me. They gave her my home phone number and we spent an hour talking translations and Jospin's needs (which I was able to bill, as mutually agreed beforehand). Everyone was happy, which meant the agency was delighted. There are certain types of contract that a freelancer just won't get on their own – larger organizations will always go through agencies. So when you say:

I also want to do more things like this, and don't want to be stuck going through an agency.

Do also realize that individual translation providers rarely, if ever, get direct work from large organizations. When they do, it's generally as an on-site temp, but that's very rare nowadays. (It is, however, how I got my current job; I originally temped for my current company in 2004. Things were different then.) On the other hand, you can get really interesting work from other individuals and smaller, family-run companies. Some of my favorite jobs were for that sort of client.

Glad to hear you'll push back about the indefinite rate, I agree with everyone who remarked that it's out of line.
posted by fraula at 2:20 AM on March 22, 2012

Well, I emailed and got a new contract today with dates adjusted and the part about the same rate removed entirely. So I guess I will go for it!
posted by little cow make small moo at 5:41 AM on March 22, 2012 [1 favorite]

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