Nine translation agency contract clauses and what each has to settle

What to take away

Nine clauses cause almost every dispute in language services. This page names them and says what each has to settle.
The clause most often missing is acceptancewhat counts as accepted, and what a valid rejection has to contain.
Ownership of translation memory and termbase should be stated even where the answer feels obvious to you.
Confidentiality has to flow down to subcontractors, or your promise to the client is stronger than your agreement with the people doing the work.
This is a checklist for a conversation with a qualified lawyer in your jurisdiction, not a substitute for one.

The nine clauses

Acceptance and rejection.Define the review window, what happens when it passes in silence, and what a rejection must contain. A rejection that says "the tone is wrong" cannot be acted on. Require specifics: the segment, the objection, and the proposed alternative. Without this clause, "not accepted" becomes an unlimited free revision right.
Scope and change.State the trigger that turns a request into a change order, in a sentence a project manager can apply alone. Source changes after the freeze, added locales, and new file types are the usual three.
Ownership of linguistic assets.Say who owns translation memory and termbase, in what format they are returned, and how quickly. Also say whether returned memory is cleaned of other clients' content, because a shared memory is a confidentiality question before it is a technical one.
Intellectual property in the translation.Say when rights in the delivered text pass, and whether payment is a condition of that transfer. Buyers assume they own it from the moment of delivery; that assumption is worth confirming or correcting in writing.
Confidentiality, with flow-down.Whatever you promise the client, your subcontractors must sign something that supports it. Where you promise more than your linguists have agreed to, the gap is yours. Include what happens to files at the end of a project.
Data handling and location.Where content is stored and processed, who can reach it, and what happens on request for deletion. Rules here vary by jurisdiction and by the kind of data involved, and some clients are subject to obligations you are not. Ask the client what their own regulator or counsel requires, and ask a qualified adviser what applies to you.
Liability and its limits.Translation errors in safety, medical, legal, or financial content can carry consequences well beyond the fee. This is the clause where a lawyer earns their fee, and where your insurer has an opinion. Do not draft it from a template found online.
Subcontracting and non-solicitation.Whether you may subcontract, and whether the client may engage your linguists directly. Both are normal to address, and both cause bad feeling when unaddressed.
Termination and handover.Notice period, what is paid for work in progress, and exactly what is returned: files, memory, termbase, and in what format. A termination clause that does not name the assets guarantees an argument on the way out.

The two clauses that carry the most weight

Acceptance and asset ownership. Between them they account for most of the disagreements that reach a lawyer in this trade.

Who owns the translation memory

Client's position

Basis: Built from our content
Assumption: Obviously ours
Result: Arguable
Fix: Contract must choose

Agency's position

Basis: We built and maintained it
Assumption: Obviously ours
Result: Arguable
Fix: Contract must choose

Acceptance fails because the parties never agreed what "good" meant. The fix is not a quality guarantee, which is unmeasurable. The fix is a defined process, a defined window, and a requirement that objections be specific.

Asset ownership fails because both sides assumed the answer was obvious and assumed differently. The client thinks the memory is theirs because it is built from their content. The agency thinks it is theirs because they built and maintained it. Both positions are arguable, which is exactly why the contract has to choose one.

Terms that should match the sales promise

Match what you claimed in marketing or the proposal to what the agreement says. If a website promises a turnaround the contract does not commit to, a buyer will notice that mismatch at the worst moment.

Match contract to sales promise

Align marketing and proposal claims with agreement
Keep claims truthful and supportable
Name the authority for certified or sworn output
Name issuing body for any credential or standard
Separate interpreting from translation obligations

Marketing claims must also be truthful and supportable. The FTC advertising guidance for small businesses sets that standard.

Two subjects need naming rather than promising. First, certified, sworn, or attested output: what qualifies is decided by the receiving institution and varies by jurisdiction, so the contract should point at that authority rather than state a rule. Second, any credential or published standard: name the issuing body and what you have actually confirmed with them.

If the agreement covers spoken interpreting as well as written translation, separate the obligations. The two are distinct professions with different working conditions and different cancellation economics, as the occupational profile covering both describes, and a single set of terms serves neither well.

Keep the paper

Signed agreement, proposal, assumptions register, change orders, and acceptance correspondence belong in one place per client. When a dispute arrives, the question is what was agreed and when, and that is a records question; the general expectation that documents support what was billed is described in the IRS guidance on records a business should keep.

Records to keep per client

Signed agreement
Proposal
Assumptions register
Change orders
Acceptance correspondence

The scope language around these clauses is drafted in the proposal template with its assumptions register. The facts they rest on are gathered in the discovery call protocol. The commercial context is in the sales and proposal guide.

Clause 5's flow-down must reach the people described in building and managing the linguist bench. The consistency check against public claims belongs with the marketing and growth guide.

Common questions

Do I need a lawyer for a small agency's terms?

For clauses 6 and 7 in particular, yes. Those are the ones where a template drafted for another jurisdiction or another trade can leave you exposed in a way you will not notice until it matters.

Can I use the client's contract instead of mine?

Often you will have to. Read clauses 1, 3, and 7 in their version specifically, because those are the three most likely to be written entirely in the buyer's favor.

Is a purchase order enough?

It records the order. It rarely settles acceptance, ownership, or liability, which are the subjects that produce disputes.

What if the client wants unlimited revisions?

Define what a revision is. Correcting an error is one thing and changing an approved preference is another, and a clause that separates them makes the promise affordable.