Two’s company, three’s a crowd

Last week the guys over at Common Sense Advisory put up a post about an interesting issue regarding NDA’s and what access third party companies may have to your confidential information.

The challenge comes as TSP/LSP’s tried to sign up for services or access to technology from organizations who use SDL (or Trados) software as their foundation technology (and host the solution with SDL). In many cases this software is hosted by SDL so, as it should, their mutual NDA (non disclosure agreement) included a clause similar to this:

“FIRM utilizes the Trados GXT solution for translation workflow activities. Trados GXT is licensed, hosted and maintained by SDL. LSP acknowledges that: (a) FIRM will use, process, and store price and other confidential data provided by LSP via Trados GXT; (b) SDL may have access to LSP’s Confidential Information in fulfilment of its obligations under its hosting agreement with FIRM; and, (c) FIRM is not in breach of its obligations under this NDA because of such use, disclosure, or access.”.

Source: CSA

Now nothing in itself about this clause is wrong. In fact it is the proper, legal and ethical clause to have in this type of document. But on the flip side TSPs have the right to be a bit skeeved out by the notion of agreeing to any contract that says one of your biggest competitors can see your data. I’m no lawyer but what also concerns me is one the clause doesn’t say, as it doesn’t appear to explicitly hold SDL to the same confidentiality (just that the “FIRM” is not breaching the NDA if this happens).

The CSA article has some good suggestions how SDL could start to fix this specific issue but I’m not sure if folks will ever be totally comfortable as long as the NDA requires SDL’s name to be there in some aspect. Data aside if I were in some of these TSP’s shoes I’d be even more concerned about my processes being visible – everyone has a slightly different way of managing their projects etc. & translation workflow tools are still in their infancy – I’d be terrified of the thought of having my competitor be able to see the hoops I’d been able to get my technology infrastructure to jump through.

Of course the C-level folks at SDL are reassuring everyone that a) the services division would never see the hosted content and b) that they’re working to resolve the issue but I think for the foreseeable future SDL’s reality is they’re going to have to battle the balancing act between the competing interests of software sales and those of growing their services division (while also steering clear of Anti-trust issues). If it isn’t this it’ll likely be something else.

Try rubbing your stomach in a circle and patting your head straight up and down (at the same time) for a minute – I think the challenge they face will become pretty clear.

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