Class NDA Analysis

Time Investment: 45-60 minutes of analysis and reflection

The Central Question

Before we begin: Would you sign this NDA?

Below you’ll find a non-disclosure agreement used for educational purposes in a professional localization seminar. Let’s read through it with the help Natural Reader, an AI text to speech applications for personal, commercial and educational use. Tools like Natural Reader can help us practice the pronunciation of new vocabulary.

As you read through it, consider whether you would agree to its terms.

The Loc101 Non-Disclosure Agreement

THIS AGREEMENT is made at the time of delivery of the Loc101 Introduction to Localization seminar

BY AND BETWEEN

Alaina Brandt, Loc101 Instructor and Facilitator and Founder of Localization Essentials (“LocEssentials”), and any guest speakers in LocEssentials seminars (referred to as the “Disclosing Party” or the “Disclosing Parties”); and
Participants enrolled in any rendition of the Loc101 Introduction to Localization seminar by Alaina Brandt of LocEssentials (the “Receiving Party” and participants collectively referred to as the “Receiving Parties”)

Collectively referred to as the “Parties”.

ACKNOWLEDGMENTS

This agreement is based on the acknowledgement of the primary objective of the activities known broadly as language services and specifically as localization management and/or translation management: the production of target language products in languages that may be foreign and undecipherable to many project stakeholders, including but not limited to project managers, account managers, desktop publishers, localization engineers, terminology managers, vendor managers, quality managers, and production managers. This agreement further acknowledges that the integrity of that foreign language product is the result of the decision-making and collaboration that takes place between mother-language translators and linguists who can read the product and managers, engineers, and designers working with content that may be undecipherable to them.

This agreement is issued in the spirit of fostering the explicit and candid communication necessary to achieve the high levels of learning and development that may prepare Receiving Parties to assume the responsibilities of the localization manager overseeing this kind of content development in high-risk environments and circumstances.

DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this seminar, confidential information does not include any content that is publicly available, including but not limited to agreements, books, articles, essays, blogs, podcasts, videocasts, videos, presentations, and interviews.

For the purposes of this seminar, confidential information includes any scenarios and/or content presented that could cause damages to Disclosing Parties and their partners, including but not limited to former and existing clients, employers, and colleagues, if that information became publicly available. Confidential information may include verbal discussions, “off-the-record” conversations, live and recorded interviews with guest speakers, password-protected presentations and recordings, standards, written notes, analyses, processes, methods, techniques, development plans, projects, research data, personal information, knowledge of clients, employers, and colleagues, and product files in various formats, whether sanitized of client-identifying information or not, and any content produced with the use of such information.

SCOPE OF CONFIDENTIAL OBLIGATION BY THE RECEIVING PARTY

Receiving Parties acknowledge that this seminar gives them special access to confidential information that would not otherwise be available to them. Receiving Parties affirm that they will not share this confidential information with any other parties besides those with whom they are taking this seminar without first obtaining express documented permission from the owner of such content.

Disclosing Parties will make a good faith effort to identify confidential information during the seminar, though Receiving Parties are expected to use reasonable judgment to identify confidential information. Confidential information may be identified verbally, in writing, through password protection, with labels, or through other explicit means.

Receiving Parties will make every effort to safeguard the integrity of information that has been identified as confidential, by excluding any and all confidential information they encounter in this seminar from the content they share. Receiving Parties may use confidential information to achieve learning objectives within the confines of the seminar.

Receiving Party also agrees to destroy any confidential information shared by their, her, or his colleagues and any Disclosing Parties upon the conclusion of the Loc101 Introduction to Localization seminar.

EXCLUSIONS FROM CONFIDENTIAL TREATMENT

Neither Disclosing nor Receiving Parties can be held responsible for the data security of content shared online through the content storage transfer providers employed by LocEssentials to deliver the seminar, including but not limited to Gmail, cloud CAT technology, Google networks, or through any learning management systems.

Receiving Parties use any links to third-party websites and applications at their own risk. Receiving Parties should review the terms and conditions of any third-party websites and applications they interact with through this seminar as they deem necessary and appropriate.

TERMS OF THE AGREEMENT

Receiving Party is kindly asked to maintain the integrity of any confidential information they encounter in this seminar for a time period without limitation.

If any of the terms outlined in this Agreement are determined to be invalid, illegal, or unenforceable, that shall not affect the enforceability of the rest of this Agreement.

Receiving Party hereby grants to Disclosing Party full, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, display, distribute, adapt, modify, create derivative works of, and otherwise commercially or non-commercially exploit in any way, any and all intellectual property contributed by Receiving Party to the Loc101 Introduction to Localization seminar, and any intellectual property produced by Receiving Party as a learning outcome of the Loc101 Introduction to Localization seminar now and at any point in the future, including after termination of the Loc101 Introduction to Localization Seminar.

For and on behalf of the Disclosing Party: [Signed: Alaina Brandt, 2023-11-01]

For and on behalf of the Receiving Party: [Signed: Receiving Party, Date]

Analysis Framework

Now that you’ve read the complete NDA, let’s examine it systematically:

1. Document Structure Analysis

Standard NDA Components:

Parties identification
Definitions of confidential information
Obligations and restrictions
Duration and termination
Legal provisions

Questions to Consider:

Are all sections clearly written and understandable?
Which sections seem most important for protecting each party?
Are there any sections that seem unusual or unexpected?

2. Critical Reading Points

Scope of Confidentiality:

What types of information are considered confidential?
What information is explicitly excluded from confidentiality requirements?
How broad or narrow is this definition?

Obligations and Restrictions:

What specific actions must the receiving party take or avoid?
How long do these obligations last?
What happens if confidential information is accidentally disclosed?

Intellectual Property Clause:

What rights does each party retain over their intellectual property?
Are there any surprising transfers of rights?
How might this affect participants’ future work or creations?

3. Power Dynamics Assessment

Consider:

Who benefits most from this agreement?
What leverage does each party have in negotiating terms?
How might the educational context affect the signing decision?
What alternatives might participants have if they disagreed with certain terms?

Key Vocabulary for NDAs

Essential Terms

Term	Meaning
Disclosing Party	The entity sharing confidential information
Receiving Party	The entity receiving confidential information
Confidential Information	Protected data, methods, or knowledge defined by the agreement
Proprietary Information	Information owned by a specific party
Intellectual Property (IP)	Creations of the mind (inventions, literary works, designs, etc.)
Perpetual	Lasting indefinitely; without time limit
Irrevocable	Cannot be taken back or canceled
Sublicensable	Can be licensed to third parties
Derivative Works	New works based on existing copyrighted material

Legal Concepts

Term	Meaning
Good Faith Effort	Honest attempt to fulfill obligations
Reasonable Judgment	Decisions that a typical professional would make in similar circumstances
Severability	If one part of the contract is invalid, the rest remains in effect

Professional Takeaways

Questions to Always Ask

What exactly am I agreeing to keep confidential?
How long do my obligations last?
What rights am I granting regarding my own work?
What happens if I accidentally violate the terms?
Are there any unusual or one-sided clauses?

Building Contract Literacy

This NDA analysis develops skills you’ll use throughout your career:

Critical reading of legal documents
Risk assessment for professional agreements
Negotiation preparation and identifying discussion points
Professional communication about contract concerns

Reflection Questions

How did your initial reaction to signing change after careful analysis?
What surprised you most about the language or terms used in this NDA?
How might cultural differences affect how people from different countries view this agreement?
What questions would you ask before signing any professional agreement in the future?

📥 Download this Content

Find this file on our repo and download it.

🤖 GAI Study Prompts

Copy the downloaded content and try it with these prompts:

“Based on my analysis of this NDA, what are the most important clauses to negotiate in translation and localization contracts?”
“How can I prepare to discuss contract concerns professionally with clients or employers?”
“What additional legal protections should freelance translators consider when reviewing NDAs?”
“Create practice scenarios for explaining why certain NDA clauses might be problematic”

Next Activity: Red Flags in Contracts where we’ll examine contract warning signs.