Merger due diligence, undisclosed disputes, pre-publication financial statements, product formulas, customer lists. All of it is routinely sent to translation suppliers, often as an ordinary email attachment, often without a signed confidentiality agreement in place first.
The correct order: NDA first, documents second
This sounds obvious, but the reverse happens daily because deadlines press. The vendor needs to see the documents to quote, so the documents go first and the NDA follows once the quotation is approved. By then the information has already moved without protection.
The fix is simple: ask for the NDA to be signed before the quotation is prepared. Vendors used to corporate clients will not object, because it is normal practice in their sector.
Clauses that need to be there
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A definition of confidential information covering both source and translation
The translated output is exactly as sensitive as the original, and is often missing from the definition.
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Access restricted to assigned personnel
Including an obligation on the vendor to ensure everyone involved is bound by equivalent confidentiality duties.
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A prohibition on any other use of the documents
Particularly on using content as a portfolio sample or training material, including for training automated systems.
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Retention and destruction terms
How long working files are kept after completion, and whether written confirmation of destruction is available.
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An obligation to notify incidents
Including the notification deadline, so you have time to act.
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The duration of the obligation
Confidentiality that expires with the project is close to worthless for strategic documents.
Safer ways to send documents than an email attachment
- A time-limited upload link that expires once the files are collected.
- Your own company's file sharing system, with a time-limited guest account for the vendor. This is the best option where your security policy permits it.
- Encrypted files with the password sent through a separate channel.
- Physical handover for documents that genuinely must not cross a network.
Due diligence questions the vendor should answer
| Question | An adequate answer |
|---|---|
| Who exactly will access our documents? | A list of roles, not "our team" |
| Is any work subcontracted? | An honest answer, with confidentiality terms binding the subcontractor |
| Are our documents processed through online automated services? | Clarity on which services, and how the data is handled |
| How long are files retained after completion? | A stated period |
| Is written confirmation of destruction available? | Yes, in writing |
| Where are files physically stored? | The location and the storage form |
Special attention to machine translation
Pasting fragments of a confidential document into a public automated translation service sends the content to a third party outside your agreement. Make sure the prohibition is written into the NDA, and ask how the vendor enforces it on the freelance translators they engage.
See how we handle confidential documents