Reminder: the phrases discussed in this series have general understandings and common uses under the law in the United States, but the actual language of your contract is the language that is enforceable.

The term “confidential” is a broad concept regarding the storing and disclosure of information, and generally means “secret.”

Confidentiality Agreements and Confidential Information.

A so-called “confidentiality agreement” does not usually exist as a stand-alone agreement.  Usually, the only standalone agreement addressing the confidentiality of information in a business relationship is the previously discussed Non-Disclosure Agreement or “NDA.”

A confidentiality provision is typically a section of a broader agreement such as a service contract.  Often, the confidentiality section is one of the largest sections of an agreement.  Particularly when dealing with companies whose value is centered on this confidential information—information such as patents, trade secrets, and proprietary software or formulas.

A typical confidentiality provision in an agreement will discuss 2 main topics:

1. what types of information constitute “confidential information”
2. the behavior required of the parties with respect to this confidential information

Defining “Confidential Information”

The parties of a contract usually provide a specific description as to what types of information may be considered “confidential,”–they might say “Confidential Information, under this agreement includes, but is not limited to” and go on to include items such as:

Financial Information–profit margins, expenses, revenues, projections and forecasts;

Business Information–business plans, ventures, systems, processes, methods, discoveries, designs, drawings, trade secrets, pricing strategies, know-how, formulas, recipes, ingredients, proprietary software, data, source code, research and development, lists of customers, vendors, suppliers, personnel and other resources used in company’s business and, in many case the terms and conditions, or even the existence of the agreement itself;

Format of Information–information, material or data in any form or media–in writing, orally, electronically, via visual inspection, or in any other form, directly or indirectly, and received by any means of transmission.

The parties usually carve out a few standard exceptions to what they consider “confidential,” which often reads something like this: 

“Confidential Information shall not include information that (a) is publicly available information, (b) was already known to the recipient at the time of disclosure, (c) is independently developed by the recipient (d) information the recipient rightfully obtained from a third party (e) the disclosing company party consented to the disclosure.”

Behavior Regarding Confidential Information

Once the definition of what does and does not constitute “confidential information” is established, the parties must determine what they are allowed, compelled and/or forbidden to do with it. The parties may start out acknowledging that they may be receiving or sharing some information that is considered confidential and that whichever party the “receiver” is, promises to keep the information in strict confidence and not to share it without the disclosing party’s permission.  In addition to “strict confidence” sometimes the parties will agree to treat the other party’s information with “as much care as they would their own information” of a similar confidential value.

The parties might include language something like:

“The recipient of confidential information shall not, without the specific prior written consent of Company, use or disclose the Confidential Information for any purpose whatsoever other than where directly related to the performance of the Services for the Company.”

Other parties’ behavior can come into play as well. This is tricky because these other parties are not parties to the agreement, but such provisions can be enforceable. The recipient of the confidential information will often be obliged to require its employees and contractors to be bound by the same obligations to which the recipient is bound, for example:

“Vendor may disclose the Confidential Information only within its organization and only to its employees and agents who have a need to know or are required to use such information in the performance of their responsibilities, and any such employees and/or agents shall be bound to the same obligations, representations and warranties of Vendor under this Agreement.”

There will usually be an exception to the prohibitions on disclosure of confidential information by the parties or their employees, when such party is responding to a court order, subpoena, etc. but specifying that, before disclosing the information to the court, the recipient will inform the disclosing party of the order and cooperate with them in answering/avoiding the order to disclose.

Lastly, there will be an “or else” section, describing the penalties for breaching the confidentiality agreement, which usually specifies injunctive relief as an option, in addition to the usual contractual remedies available.

Confidentiality provisions are fairly easy to navigate but you must always be sure to give them as much attention as the rest of the agreement.

To summarize this 4-part series–in general, since these terms carry the specific meanings given to them in the contracts you sign:

An NDA is usually a mini-agreement addressing only the keeping of secrets, while you figure out if you want to do a deal together and for a relevant time thereafter even if you don’t do the deal.

Non-Solicit means “don’t steal our people, and don’t steal our clients.”

Non-Compete Agreements are practically unenforceable in the United States, especially for freelancers or independent contractors, but they are intended to keep people from being trained at the expense of one employer and then taking their skills to the competition.

A Confidentiality provisions is the section of an agreement normally describing types of information that need to be kept secret, the obligations of the parties, any exceptions and the penalties for breaching the obligations.

Two important periods of time to distinguish:

The term of the agreement which limits the information covered by the agreement to information shared during the term of the agreement.

The duration of the confidentiality obligation which continues from the disclosure of the information, or from termination of the agreement, until a certain point in time.

We hope you have enjoyed this description of what constitutes “Confidential Information,” as well as Parts One, Two and Three of the series.  Come back soon for the next informative article here on the Words of the Law Blog.

The post NDAs, Non-Competition, Non-Solicitation, and Confidentiality Agreements – Part 4 appeared first on Online Legal Translations.

PART THREE – Unilateral or Bilateral? Term or Duration?

Welcome to Part 3 of our latest series here on “Words of the Law,” the Online Legal Translations blog.

In the prior two sections of this series, we talked about the importance of understanding how the terms NDA, Non-Competition, Non-Solicitation, and Confidentiality function in a contract-signing context, and we took a deeper dive into the differences between Non-Competition and Non-Solicitation agreements.

In this installment of the series, we are going to talk about two important sets of terms: “unilateral” vs. “bilateral” and “term” vs. “duration.”  It is very important to know what these terms mean and the differences among them, before you enter into an NDA, non-compete, non-solicit or confidentiality agreement.

“Unilateral” or “Bilateral?” These terms can apply to a stand-alone nondisclosure agreement (NDA) as well as to just the confidentiality section of a broader agreement.  It all depends how the agreement’s language is worded.  In Part 4 of this series, we will be discussing Confidentiality in detail.

In unilateral agreements, also sometimes called “one-way” agreements, only one party is sharing sensitive information with another party. For example, a potential client might say “we’ll show you, a potential language services provider, the text of the patent we would like you to translate, and you’ll promise not to share this highly valuable, confidential information with anyone else.”  In these cases, the agreement’s terms will often identify one party as the “discloser” and the other party as the “receiver,” and the rights and obligations of each will be tailored to the roles of the respective parties as discloser or receiver.  The discloser typically has very few confidentiality obligations under a unilateral agreement regarding confidential information, while the receiver typically has very stringent and very specific obligations under a unilateral agreement.

With a bilateral agreement, both parties share information with, and both parties receive information from, each other, along with the assurance that their information will not be shared to any third parties. Often times the parties agree not only to refrain from sharing substantive information they have disclosed to each other, but they may also agree not to share the even the fact that they are in talks about possibly working together in the future.

Even in cases where only one party is actually disclosing information, the receiving party may decide to insist on a bilateral form of agreement, in order to ensure that the agreement is balanced, as the parties will not want to obligate themselves to any burdensome terms that could affect them in the future.  In such a bilateral agreement, the wording will allow for either party to be in a role of a discloser or a receiver under the  agreement and the two parties will typically have the same obligations with respect to confidential information about the other party.

It is rather unusual have a stand-alone bilateral nondisclosure agreement in a translator-agency relationship—in general only the agency, not the translator is sharing confidential information.  The translator’s personal information is ordinarily protected by function of law.

To summarize, in a typical unilateral agreement regarding confidential information, the obligations of only one party, the receiver of information, are discussed.  In a bilateral agreement, both parties are envisioned as potential receivers or disclosers, and the obligations are typically the same for each party, regardless of which party is the receiver and which is the discloser.

“Term” or “Duration?” These words describe two distinct time periods which are important to distinguish when entering into confidentiality and nondisclosure agreements.  The term describes the length of the agreement and the duration is how long the obligations of the agreement are intended to last.

The agreement’s term describes the effective period of the agreement.  A typical nondisclosure agreement, which is signed by parties who want to share information before they can decide if they want to do business together will be valid for 90 days. Nothing ever gets done as quickly as we hope it will, so there will usually be automatic renewals for successive 90-day periods, while the parties continue to negotiate toward an overall service agreement.

Once the parties do decide to do a larger deal and sign a service agreement, the terms of the NDA are usually recognized under, and subsumed by, the service agreement into which the parties enter.  If the parties walk away from their negotiations and do not end up entering a service agreement, they let the NDA expire.  A service agreement typically runs for a term of 3-5 years.  Contracts that go on forever, known as “evergreen contracts” are not favored by businesses or the courts.

The relevance of the term of the NDA or service agreement is that only the information received during the term of the agreement is protected by the terms of the agreement.  Once your contractual relationship is over, if they then send you confidential information, such protective terms would not apply to this newly disclosed information.

So, suppose you have signed a 90-day NDA with a company to discuss doing business together and during that time, you decide not to do the deal. Does this mean that on day 91 they can start sharing what you did give them with the world?  Not if the agreement is written properly.  This brings us to our second important period of time that we need to understand–duration.

The other time period that is important is the duration of the obligation of the parties not to disclose the information after the expiration of the term of the agreement.  In our example above, the parties let the 90-day agreement expire and do not enter into a business agreement of any other kind.  The recipient must continue to treat as confidential, any information obtained during the 90-day period for certain amount of time thereafter.

It might say something like “(n)otwithstanding the termination of the Agreement, each party’s duties with respect to the other’s Confidential Information shall continue for 3 years after the termination of the agreement.” Some contracts say: “x years after the date of disclosure.”

Just how long can that additional period of obligations last?  If you’re the person who shared the information with a potential business partner and they didn’t end up doing a deal with you, you might reasonably want them to keep that information confidential forever.  However, the law does not like to place such a burden on another party indefinitely.  A typical, and generally viewed as reasonable amount of time, usually begins at the end of the term of the agreement or upon disclosure of the relevant information, and runs for another 1-3 years. This period of time can even be shorter if the information is soon to become non-confidential–so called “limited-life” information–such as the names of winners to be announced at an upcoming awards ceremony.

For example, an agreement term might be three years long, and the obligation of confidentiality regarding information disclosed to the recipient during that 3 years runs until the agreement expires, and for a specified amount of time afterward.  Be sure that whatever time periods you choose for term and duration suit you or your client reasonably.

As a side note, if the information disclosed constitutes a trade secret, such as the Coca-Cola secret recipe, the information can be, theoretically, protected forever, or for the period of time during which the trade secret remains a trade secret. This is because intellectual property laws would come into play.

So, to summarize term and duration: a nondisclosure agreement or the confidentiality provision in an agreement will have a term of effectiveness—when the agreement starts and ends.  Any information received during that term falls within the obligations of the agreement.  There will also usually be a provision in the agreement setting the duration of obligation—the period starting at the end of the agreement (or when the information is disclosed) and extending, typically, for 3 years, during which the confidentiality obligations regarding the information received during the term of the agreement will continue to apply.

We hope you have enjoyed this explanation of unilateral vs. bilateral agreements and the term and duration regarding agreements regarding confidential information.  Please do come back for the final installment in this series where we dive into what typically constitutes “confidential” information, exceptions thereto and common contractual terms.

The post NDAs, Non-Competition, Non-Solicitation, and Confidentiality Agreements–Part 3 appeared first on Online Legal Translations.

PART TWO – Non-Competition and Non-Solicitation Agreements: What’s the Difference Anyway?

Welcome to Part 2 of our new series here on “Words of the Law,” the Online Legal Translations blog.

As we mentioned in the last installment of this series, terms such as “non-solicitation” and “non-competition” have no fixed legal meanings, as do terms such as “burglary” or “fraud,” which are defined in statues and further clarified by common law.  These terms are used to describe sections of agreements or entire agreements (which are sometimes nicknamed “noncompetes” and “nonsolicits”). Unless these terms are specifically defined within an agreement to which both parties agree, these words can mean just about anything, legally speaking.

In this article, we  focus on the terms “non-solicitation and “non-competition” as they exist under the laws and rules of the United States, but the general concepts surrounding these terms are similar in many other jurisdictions.

Non-Solicitation Agreements – “Don’t steal our people” and “Don’t steal our clients.”

 “Don’t steal our people.” — Typically, a non-solicitation agreement will require a someone to promise not to recruit the other party’s employees with whom that someone has come into contact solely by virtue of the business relationship.

The “don’t steal our people” section of an agreement might read: Vendor shall not interfere with Company’s relationship with, nor entice away from the Company, any person who, at any time during the effective period of the agreement, was an employee of the Company.

In terms of translation agreements, non-solicitation language is more likely to be found in agreements between translation agencies, who often subcontract services to each other, wherein each agency does not want to lose its best project managers to the other agency.

It is unlikely that a freelance translator would encounter non-solicitation language in an agreement with an agency, however, it is possible.  A translator could conceivably entice an agency’s project manager to join the translator and create a new agency, or could entice a project manager to work for another agency, cutting out the original agency who brought the translator and their project manager together.  Therefore, an agency-translator contract provision forbidding solicitation is not, in and of itself, unreasonable.

By the very nature of the “freelancer” status, as opposed to “employee” or even “representative,” freelancers are allowed to work for multiple agencies. Also, in general, in a freelancer-agency relationship, the freelancer, being an individual person and not a company, does not have a substantial risk of an agency soliciting employees away from the freelancer, so there is no one for the translation agency to solicit away from the translator.  Therefore, it is uncommon for a freelancer’s contract with an agency to include a non-solicitation provision.

Note that the employee (project manager) in our examples, is fairly immune from lawsuits or contractual penalties in this scenario, as the law is generally opposed to restricting people from working (or not working) wherever (geographically) they want, but the party who lured the person away, and possibly the company that benefitted from that departure could be in BIG trouble–more on that in a moment.

“Don’t Steal Our Clients”–The “don’t steal our clients” provision in an agreement might read: The Vendor will not, and will ensure that their employees and agents do not (i) enter into, engage in, consult, or otherwise participate in any business that competes with the Company within the Restricted Territory, (ii) sell any products or services in competition with the Company within the Restricted Territory, or (iii) divert, entice or otherwise take away any clients, prospective clients, business, patronage or sales orders.

Pretty simple, right? Don’t steal our clients, don’t compete with us, and don’t let your workers do that either. But what if the party promising not to do all of these things, does do one of them?

Penalties

In an ordinary breach of contract case, where the case goes to court, money is usually paid by the breaching party to the other party, representing the losses caused by the breach.  The amount of money paid by the breaching party in the event of breach of a non-competition provision, may be measured as the amount of money that was diverted from the complaining company to the other company because of such diversion.

Another common “or else” provision for a non-solicitation violation is payment by the violator, of “liquidated damages” (a set amount) such as 150% of a “poached” worker’s annual salary, a specific dollar amount for each violation of a non-competition agreement. The violator may also be subject to “injunctive relief,” which refers to a court order (injunction) ordering the violator not do something, like “immediately cease contacting the company’s salespeople and offering them jobs.”

Penalty provisions written into the contract can be very broad as well.  A typical provision may say something like:  If you breach any of these provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies available under the law.

This leaves the dollar amount of damages wide open in breach of contract cases, which can result in multi-million-dollar settlements, so it is best not to get involved in any solicitation activities when forbidden by the contract you’ve signed.

Non-Competition Agreements – “Don’t work for our competitors.”

Chances are, if you are a freelancer, you will not be asked to sign a non-competition agreement or an agreement with a non-competition clause, since, as we have mentioned, the entire notion of freelancing and independent contractors is that they are free and independent of any one employer. However, it is worth discussing and may appear in an agreement you are asked to sign, however, so here goes:

Non-competition agreements are becoming progressively less enforceable in the United States these days. In the past, non-competition agreements were limited to restricting former employees from leaving their companies and going to work for competitors within the same geographic area of their prior company. This was a way to balance the competing interests of a) the companies, who put time and training into their employee, and b) the rights of the employee to freely make a living.  Now, however, the enforceability of non-competition agreements is narrowing more each year, and in the state of California, for example such agreements are virtually unenforceable.

In today’s global economy, with its fast and easy distribution logistics, free internet advertising and virtual delivery of language and other services to any location in the world, such geographic limitations are no longer practical, nor do they provide a relevant framework of fairness.

They say, “don’t judge a book by its cover” and the same can be said for contracts: Don’t judge a contract section by its heading and don’t judge a contract by its title. Bear in mind that it may say “Non-Competition” at the top of the agreement or at the top of a paragraph, but the actual obligations contained therein may be more, less or completely different from the title.  So be sure to read the contents of any agreement before you sign it, and if you are not sure you understand it, ask a lawyer for help.

Come back soon for PART 3 in this series “Non-Disclosure Agreements” where we will talk about unilateral vs bilateral agreements and the difference between the term of the agreement and the duration of obligations thereunder.

Notice and Disclaimer – This blog article is not a substitute for an attorney, a law firm or any other advice, opinions or representation. Online Legal Translations is not providing legal advice, opinions, or representation.  All examples are for illustration purposes, are provided out of context, and may not be appropriate for any particular situation.

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“NDAs, Confidentiality, Non-Solicitation, and Non-Competition Agreements”

PART ONE – The Terms

Here we will discuss the often-mentioned, but seldom fully-understood terms “NDA,” “Confidentiality,” “Non-Solicitation/Non-Solicit,” and “Non-Competition/Non-Compete” agreements.

We will be talking about these terms as they exist under laws and rules of the United States only, but the general concepts discussed about in this article are very similar in many other jurisdictions.

This may come as a surprise, but these words—”NDA,” “Confidentiality,” etc. have no fixed legal meanings, as do words such as “burglary” or “fraud” which are defined in statues and further clarified by common law—published legal opinions of cases that have been before a court.

These words are terms used by people to describe agreements or parts of agreements.  Unless these terms are specifically defined within an agreement to which both parties agree, these words can mean just about anything.  The written obligations to which the parties agree are all that that really matter. Don’t be misled by titles of agreements or titles of paragraphs, or what people are calling agreements they are handing you to sign, all that matters is what is actually written therein.  Many agreements even have sections within them stating that the titles of its paragraphs are not legally binding, and that you should pay attention instead to what is written therein, because that is all that will be enforced.

These terms, “NDA,” “Non-Compete,” “Non-Solicit,” and “Confidentiality,” are legal concepts and we will discuss how they are generally understood and used under the law, but again ,we strongly stress that the actual text of the agreement you execute is what is important because that is the text that is enforceable.  By “enforceable” we mean, if one side does not hold up their end of the deal, the other will have a remedy provided by the law.  Some remedies include:

• The right to sue the other party in court with a breach of contract claim
• An automatic remedy under the law (this is more common concerning business-to-consumer agreements than in business-to-business or “B2B” agreements)
• Other remedies to which you agree to within the agreement such as liquidated damages–a specified amount the parties agree the breaching party will pay in the event of a breach of the agreement.

Let’s start with some broad legal understandings of these words:

Confidentiality– a general concept which can describe “sensitive, secret and/or proprietary information.”

Non-Disclosure– “Don’t share information we give you.”

Non-solicitation– “Don’t steal our workers, don’t steal our clients.”

Non-Compete – “Don’t learn things from us and then go to work for our competitors.”

Again, these are not legal definitions, they are examples of how these words are sometimes used.  The obligations under these concepts may be stated in a stand-alone agreement, such as a Non-Disclosure Agreement (NDA), or as a section of a broader agreement that covers an entire business deal or business relationship, such as a Service Agreement or a Purchase and Sale Agreement.

A party may be asked to sign an NDA preliminarily, as part of the negotiation process in a business deal and then later, to sign a Service Agreement which discusses the same terms as the NDA, and in this series, we will explain why.

For now, we can think broadly of these words as fluid terms that change meaning according to the agreement in which they appear. Come back soon for our next segment in this series: “Non-Compete and Non-Solicit Agreements—What’s the Difference?”

Need an NDA or Confidentiality Agreement translated quickly and accurately? Contact us here or on our website www.onlinelegaltranslations.com for a free quote today.

Notice and Disclaimer – This blog article is not a substitute for an attorney, a law firm or any other advice, opinions or representation. Online Legal Translations is not providing legal advice, opinions, or representation.  All examples are for illustration purposes, are provided out of context, and may not be appropriate for any particular situation.

The post NDAs, Confidentiality, Non-Solicitation, and Non-Competition Agreements – PART 1 appeared first on Online Legal Translations.

1. IATE Search My favorite all-time (so far) Online Translation tool is the IATE (InterActive Terminology for Europe) Search. The database is huge, and you can search in different professions/subject areas.  It covers a LOT of languages, too.
2. Linguee.com For context, this search tool is great. Not as reliable as #1, but if you need to see a term used a few times in a certain way to feel confident, this is your place.
3. Google Patents Not only for patents, but for ANYTHING technical, if you need to see something in English, in context in order to feel comfortable about it, this can help. It also has a hit counter for your search term, which can be really helpful.  For patents, it is great to review because “patent speak” is a subdialect of Legalese, and some phrases sound very weird if you are not familiar with this kind of writing.
4. com dictionary A decent place to start for unfamiliar phrases in legal English.
5. EUR-Lex Here you can look up summaries of law, and all kinds of helpful things. I use it mainly to help me determine whether I am citing a law correctly.
6. EN-ES Legal Glossary Nice little glossary put out by the State of Connecticut (US) Courts. Gives the LATAM/US ES expressions for a lot of English Legal terms.
7. ECLI – Excellent European Legal System Looker-Upper. I have mainly used it for looking up things about Spain, so I am not sure about how good it is for the other countries.
8. Proz Open Dictionary If you are looking for consensus, this site can be very helpful. There are zillions of entries in my own language pairs, I can’t vouch for all pairs. Proz boards are also a great place to go for discussions of tricky terms and phrases.
9. Canadian Multi Lang Dictionary This one does not have a TON of phrases, but it has a BUNCH of languages, so it is worth a look, especially if you are working to or from Canadian English.
10. UK English Legalese I use this glossary a lot when I am translating a legal document to UK English, which can be quite different from US Legalese, to make sure I am using the correct terms.

The post Our 10 Favorite Web-Based Legal Translation Tools appeared first on Online Legal Translations.

Let’s talk about “Cold Emailing”—that is, emailing potential customers with whom you do not have an existing business relationship or potential customers who have not specifically consented to being contacted by you, by signing up for your blog, newsletter, etc.

Is cold emailing illegal? No, it is not illegal per se, but there are specific rules that one must follow in order for a cold email message to be legal in the United States.

DISCLAIMER: In this article, I am not providing legal advice, participating in any legal representation nor relationship. This blog post/article is not a substitute for an attorney, a law firm nor any other advice. If you have any questions of a legal nature, you should seek appropriate advice from a licensed attorney in your jurisdiction.

This post will address the FTC’s stance on unsolicited emails in the United States.  Our discussion here will focus on the CAN-SPAM Act, however there are similar rules in most other countries and, especially with the imminent implementation of GDPR, the anti-spam laws applicable to most other countries are even more stringent than those of the Unites States.

Additionally, commercial regulations in the US are usually more strict for business-to-consumer communications than they are for business-to-business communication.  This article assumes you are targeting businesses rather than individual consumers via your email campaigns.

The CAN-SPAM Act (Controlling the Assault of Non-Solicited Pornography And Marketing Act) was signed into law by President George W. Bush in 2003, and was designed to cut back on unwanted commercial email.

The CAN-SPAM Act is mainly enforced by the U.S. Federal Trade Commission (FTC) which has not been shy about imposing substantial fines on violators. The per-email fine is currently in excess of $40,000.  Check out this recent example of a company fined $500,000 by the FTC for violating certain provisions of the Act.

Who is subject to the CAN-SPAM Act?

You do not have to be a huge corporation to be subject to costly complaints. There exists a veritable cottage industry whereby individual strong-arm companies into settling for $2,000-3000 at a time in order to avoid FTC complaints and litigation.  These opportunistic individuals sign up for, then unsubscribe from mailing lists and newsletters.  If the target company is just one day past the ten-day period allowed to process unsubscribe requests, these unsavory tricksters start sending demand letters.   Large bureaucratic companies’ administration can move at a glacial pace and, as for small companies, one can imagine if the IT person were out sick for a week. This can and does happen, so stick to the rules and you will lower your risk.

How to Avoid Spam Trouble with the FTC

The good news is: there are steps you can take to avoid violating the CAN-SPAM Act.  The FTC provides plenty of easy-to-understand guides, bulletins and even videos, to help business people effectively market to potential customers without violating the CAN SPAM Act.

As with most marketing activities, and indeed in life in general, you can approach avoiding spam trouble with a mindset of:

True = Good

Not true = Bad 

7 Steps to Compliance with the CAN-SPAM Act

However, there are also a few affirmative steps you need to take if you are engaging in email marketing, so even if your ethical compass is pointing squarely in the right direction, do read on.

Here are the 7 steps you can take to avoid trouble with Spam:

1. Do not use fake or misleading headers. 

In the “To:” and “From:” fields, do not use anything misleading such as “PayPal Account Services,” for example, unless of course, you ARE from PayPal Account Services. 

2. Do not use fake or deceptive subject lines.

This is pretty simple. Don’t use shady tactics to trick potential clients into opening their email.  You know the types of subject lines:

     “Your order has shipped”

     “How the heck have you been?”

or the endless fake Apple, Amazon and eBay “Please verify your account” subject lines.

3. Clearly and conspicuously identify your email message as advertising.

Before the enactment of the CAN-SPAM Act, some forward-thinking individual states required, at minimum, the abbreviation “Adv.” in the subject lines of cold emails, but the CAN-SPAM Act did away with that requirement and instead states that the message must contain “clear and conspicuous identification” as advertising.

This requirement can be a bit tricky, however.  A good rule of thumb is to ask yourself what would suffice for a reasonable person to understand that your email is advertising, and then make it a little bit more obvious than that.  You can have fun with the wording of these requirements, and gain trust from your potential clients by coming right out and enthusiastically acknowledging that your email is advertising. Just make sure this disclosure is clear and conspicuous.  For example, you could make sure that the text of this information is no smaller than the average text size of the overall email. You could also make sure that the color of the font is easily distinguished from the rest of the text, not grayed-out, etc.  There is no specific rule regarding exactly what constitutes “clear and conspicuous” identification as advertising, but the FTC provides additional guidance on the general topic of the “clear and conspicuous” standard in digital advertising.

4. Include a legitimate postal address.

It is a good idea to place your address at the bottom of your email, near your web address, email address and social media links.  It not only complies with the law, but it looks polished, professional and is another good way to market your business.  Proudly show who you are and how you can be contacted.  This is a perfect marketing opportunity and will show that you are a bona fide business, with a great product/service and not a spammer nor a scammer. If you do not keep an office outside of your personal home, you can obtain a PO box  or a mail service to avoid sharing your personal home address publicly on the internet and avoid being paper-spammed yourself.

      5. Include a conspicuous unsubscribe mechanism.

Make sure the unsubscribe section of your email exists and that it is clear and conspicuous (that phrase again). Also, make it as easy as possible for a reader to unsubscribe.  Don’t make potential clients click though 7 screens and fill out a form requiring them to type their email and explain why they are unsubscribing.  This is not a great way to establish credibility, it can hurt your brand’s reputation and it certainly invites complaints to the FTC. A one-click unsubscribe with a pop-up confirmation is ideal.  A potential client may not want your emails, but they now know who you are, and they may use your services one day, so providing a respectful and simple unsubscribe process can retain some of those leads as future clients.

      6.  HONOR unsubscribe requests.

This is very difficult to do without some type of automation. It is highly recommended to use a well-established, reputable and time-tested service such as MailChimp, Constant Contact etc.  Email campaigns are these companies’ specialty and they have the resources to make sure they are done correctly. However, YOU are ultimately responsible for your email campaigns, regardless of which company you hire to assist you.

     7. Monitor what others do on your behalf.

Make sure the service you choose use is legitimate, established, and has a good reputation for compliance with the CAN-SPAM Act because, again, YOU will ultimately be responsible if the service provider violates the act. Take a look at their contract.  Despite the fact that these companies work very hard to maintain compliance and have every incentive not to violate the Act, it is likely that their standard agreement limits or disclaims their own responsibility for such violations.  If you believe there has been a violation of the CAN-SPAM Act, contact your provider immediately.

So, to recap, in order to assure compliance with the CAN-SPAM Act in your US-targeted Cold Email campaign, follow the above steps and always, always be honest and professional.

The post Cold Email Marketing or SPAM? – 7 Steps to Avoid Trouble appeared first on Online Legal Translations.

The differences for legal professionals in the US and the UK are primarily found in 3 areas:

• Educational Requirements
• Types of Lawyers
• Organization of the Courts

Thousands of pages could easily be written on these topics, so for the purposes of brevity, we will be making broad generalizations in this post.  We encourage you to conduct further research of your own in these areas, as they are fascinating topics for lawyers, language professionals, and in general.

BONUS – NAUGHTY WORDS!!  If you stick around to the end of this post, I promise to get to some silly stuff.  But first, let’s go to school.

Legal Education in the US

In general, after graduating from high school at about the age of 18, prospective American lawyers attend a college or university to obtain a 4-year degree called Bachelor’s degree, before being admitted to law school, which in the US is a 3-year, full-time program. After graduation, lawyers must pass a 2- to 3-day examination called the “bar exam,” which is required by each individual state in which the lawyer wishes to practice.

Legal Education in the UK

In general, in the UK, there are two main routes to becoming a lawyer. The first is known as the Law Graduate Route, where at about the age of 18, a prospective lawyer in the UK immediately begins a course of legal study for a Qualifying Law Degree, which is a 3-year program.  Following this, a 1-year Legal Practical Course is required.  Finally, 2 years of a sort of “on-the-job training” known as a Period of Recognized Training must be completed.

The other Route to becoming a lawyer in the UK, for a prospective lawyer who has a 3-year degree in an area other than the law, is called the Non-Law Graduate Route.  By this route, after said 3-year degree, prospective lawyers complete a 1-year Graduate Diploma in Law (sometimes called a “Conversion Course”), and then take the 1-year Legal Practical Course discussed in the paragraph above, as well as the 2-year Period of Recognized Training.

Different Types of Lawyers in the US

In the US, all lawyers are called “lawyers” or “attorneys” interchangeably, and are qualified to appear before courts on behalf of clients, but many lawyers, as in the UK, never enter a courtroom during their entire careers.

Different Types of Lawyers in the UK

In the UK there are two main types of lawyers—“barristers” and “solicitors.”  Very generally speaking, a solicitor may give advice and opinions to clients and a barrister may engage in these activities, as well as make appearances on behalf of clients in a courtroom setting.

Court Systems in the US

Generally speaking, the US courts consist of three levels: the District, Appellate and Supreme Courts—similar to the UK’s 3 levels described below.  However, the US System also includes both federal and state courts, which operate concurrently deciding on somewhat overlapping areas of the law.  A person may appeal their case up through these three levels, in either the state or federal courts.  Appeals from the State Supreme Court may also be appealed directly to the US Supreme Court, the highest court in the United States.

Court Systems in the UK

There are 3 main levels of the courts in which a case may be heard in the UK.  First is the Crown Court, where a case is initiated, similar to the US’s District Court.  Next is the Court of Appeals, to which the decision of the Crown Court may be appealed, and finally, at the top, is the Supreme Court.

In both countries’ systems, there are also some specific courts for certain areas of the law such as bankruptcy, military matters, etc.

These are the most basic differences between the Legal Systems in the US and UK.  Comparisons of the two systems can be fascinating.  For some interesting and slightly more in-depth information, I recommend this article or this one.

Now, on to the Silliness:

I love British Comedy.  I grew up on “Are you Being Served,” “Monty Python” and “Fawlty Towers.” The irreverence of British comedy combined with wonderful characters make for some of the best comedy in the world.

Some of my biggest laughs have also come from innocuous uses of words or phrases in one form of English that mean something naughty in another form.  I learned many such expressions watching the brilliantly low-brow “Shameless.”

So, let’s jump right in, shall we?

Fanny. In the USA, “fanny” is an extremely innocent, even quaint way to refer to someone’s backside.  In the UK “fanny” references, in a not-so-polite way, a woman’s… lady parts.  In the US a “fanny pack” is one of those (horrible) belted pouches some people wear around their waists—especially tourists, apparently.  It is understandable why these things are called “bum bags” in the UK, but to this American, “bum bag” sounds like a good, all-purpose personal insult.

Mate.  In the UK “mate” is a totally normal and common way to refer to a friend, and can specifically distinguish such friendship from more romantic relationships.  “Are you dating?” “No, we’re just mates.”  In the US, we do not refer to our friends by this word.  “Mate” over here usually refers to procreation activities among animals.  If someone in the US says, “That’s my mate,” one might wonder if they are an animal behavior scientist, or just very unromantic.

Pants.  In the UK these are underwear, intimate apparel worn under a dress, skirt, shorts, trousers, etc.  In the US “pants” are said trousers, or more precisely, a generic term encompassing all long-legged garments.

Rubber. An item used to correct mistakes made in pencil, right?  In the UK maybe, but in the US this is a rather old-school, somewhat crude name for a condom.

Hooker.  Rugby is a sport that, much like Cricket and Soccer (Football), has sadly never caught on in the USA.  Not too many people in the US are familiar with the rugby position “hooker.”  So, when you tell someone in the US you have a favorite hooker, they might wonder why you are so open about patronizing prostitutes.

Shag. Ok, well prior to a certain 60s spy parody, in the US, the word “shag” referred to a women’s hairstyle with a long layer around the bottom, or 70’s carpeting for a room that featured long strands of fibers, and looked a bit like artificial grass.  In the UK “shags” are apparently a lot more interesting than that.

Taking the Piss/Pissed. In the UK, the phrase “Are you taking the piss” is akin to the American expressions “Are you pulling my leg?” or “Are you making fun of me?” In the US, the closest we come to that expression is “taking a piss,” which simply means urinating, if a bit slang. As for the word “pissed,” after 7 pints of Newcastle and only a packet of crisps to eat, in the UK one would likely be “pissed,” or “drunk but not to the point of vomiting,” so I am told.  On the other hand, in the US, if your mate did vomit in your car after consuming said Newcastles and chips, you would probably be “pissed,” or “extremely annoyed/angry.”

All silliness aside, navigating your way through UK and US English dialects can seem like trying to cross the North Atlantic in a hurricane, but it is certainly possible to gain a strong, professional command of these differences with a little research and a lot of practice.

Remember, this is not an exact science! I am sure some readers from both sides of the ocean are reading this and thinking “but we don’t say it like that!”  These dialects are just like translation itself. Ten different competent translators would translate the same document 10 different ways, and all would be correct.

When translating into a version of English which is not your “native dialect,” a sensible course of action is to create and develop a glossary-like document to which you may refer throughout your translation.  Build your toolbox of English dialects. When providing translations, always consider your audience first—as the purpose of our work is, after all, to make words from one language understandable and accurate in another.

What about Automation?

Although there are some great UK/US dialect settings within CAT tools, desktop publishing and even within MS Word, these tools do not address much beyond spelling variants, and none of these tools are comprehensive.  I use my UK/US glossaries and a checklist I that have developed, each and every time I work into UK English–and of course I am sure my word choices still give me away as a Yankee on occasion.

To be sure, people from the UK and the USA are speaking the same language, but rarely in the same way.

I hope you have enjoyed this 3-part series on UK/US EN.  Please share your own favorite phrases in the comments below.

©Dygert, LLC 2018

The post 4 More Differences Between the UK and US English. The Legal Systems – Part 3 (Plus *Bonus* Naughty Words) appeared first on Online Legal Translations.

Since The US and the UK soccer/football teams won’t be matching up in the World Cup this time around, let’s take a look instead, at some more of the linguistic differences between these “two countries separated by a common language.”

In Part 1 of this series, we discussed some basic differences between UK and US English.  Today we are going to delve a little deeper.

Spelling – While there are UK-US spelling variations, one type that many translation professionals encounter is medical terms.  Here, along with some other tricky spelling variations, are a few examples:

Again, these “rules” have many exceptions, such as Americans’ customary use of the ending “-gue” in spelling the word “dialogue,” but, inexplicably not with the American spelling of the word “catalog,” or where the American “program” is “programme” in the UK, except when referencing computer “programs.”

Measurements –  In addition to the obvious difference between Pounds (£) and Dollars ($), other linguistic differences can be found in time notation, spelling of measuring units and indeed the units used to measure different things. To make matters worse, units of measure with the same name and the same spelling may actually represent differing, but deceptively similar, amounts.  See the “gallon” example below. There is a lot more going on in the numbers than spelling variations, and it pays to be alert, especially in translation work.

While the metric system is more commonly used in the UK than the US, the most popular unit of driving distance in both countries is still the mile.  Thankfully, in 1959, the UK and US, along with several other English-speaking nations, agreed on a uniform distance for the mile.

Phrases – If you watch enough British TV (or “American telly” if you are from the UK), you will begin to notice and understand the differences among common phrases in these two countries.  Here are some examples to add to those in Part I of this series:

Again, there seems to be no discernible rule here—sometimes there are more words in the UK version of a phrase, sometimes fewer.  Only through use and practice can a translator or other language practitioner become confident and skilled in such subtle code-switching.

Terminology – Some of the more interesting terminology variations are found in the areas of cuisine and automotive matters.  Days off from work can be very confusing, as well.

At times, there seem to be more exceptions than rules. The food known as “fish fingers” in the UK is called “fish sticks” in the USA, yet Americans call a very similar dish made with chicken “chicken fingers.” As they say in American dialect, “go figure.”

Legalese (with a funny accent) – Besides UK having those cool wigs and much fancier judges’ regalia, other differences in the two systems can be found between contractual and legal language.  Here are a few more examples:

The documents known as “annual reports” in the US are called “annual returns” in the UK.  The term “annual return” probably sounds too similar to the annual tax filings required of  businesses in the US.  “Garnishment” of wages sounds a bit strange in any country– will a sprig of parsley and a radish rose be served with said wages?–“attachment” sounds more formal, and legal.

English language practitioners should familiarize themselves with these and the countless other differences between the two dialects in order to seamlessly switch back and forth, according to their clients’ preferences.

Check back soon for future discussions of the differences between UK and US English, including a discussion of the differences in types of lawyers and courts, as well as a segment about naughty-sounding words.

©Dygert, LLC 2017

The post 5 (More) Differences between UK and US English – Part 2 appeared first on Online Legal Translations.

PART 1

Looks like the USA and England won’t be matching up in the World Cup this time around.

Let’s take a look instead, at some of the linguistic differences between these “two countries separated by a common language.”

Spelling – While there are many spelling differences in the two countries, many of which will be discussed in future segments of this blog series, some of the most frequently occurring spelling differences are as follows:

But beware: Americans also use advertise, compromise and exercise, so there is clearly no “hard and fast” rule for any of these versions.

Punctuation –  In addition to date format and punctuation when next to quotation marks, abbreviations in the UK do not require a period/full stop if they begin and end with the first and last letters of the full word.

Phrases – If you watch enough British TV (or “American telly” if you are from the UK), you will begin to notice and understand the differences between common phrases in the US and the UK.  Here are some examples:

Terminology – From food items to car parts, these differences can be a lot of fun. Car parts have many strange names in both languages—”boot/trunk,” “hood/bonnet,” etc.

“Crisps” are “chips” in the US, and “biscuits” in the US are cookies while “biscuits” in the US are a savory, flaky bread product, yet strangely enough, Americans call “fish and chips” “fish and chips.” Again, there are no rigid rules–but with time and experience, it is possible to learn the idiosyncratic differences in usage that distinguish these two dialects.

Legalese (with a funny accent) The language of the law differs quite a bit between the two countries.  As with all legal writing, it is very important to use the correct wording when translating into either version of the language.  For instance, in general, the UK has two major types of lawyers: “barristers” and “solicitors,” with differences in where and how they may practice.  In the US, there is just one basic type of lawyer, and the terms “lawyer” and “attorney” are used interchangeably to describe these professionals.  These differences among lawyers in each country, including specializations, will be discussed in a future segment, so come back soon.  For now, one word: “wigs.”

Following are some examples of other areas in which legal language differs between the UK and US versions.

Bear in mind that there are exceptions within all of these areas.  As we all know, languages are constantly evolving, sometimes even advancing and regressing in their so-called “rules.”  Check out the evolution of “myriad” vs. “a myriad of.” 

Globalization is a simple reality of the time in which we are living, so the more a translator familiarizes him or herself with the differences between UK and US English, the more they can understand where these dialects do and do not differ, and the more they learn about and deliver their clients’ preferences, the more successful that translator will be.

Although English is generally considered a single language, a translator can become a better business person and demonstrate his or her polish and professional acumen if they are able to seamlessly switch back and forth between these two “dialects”–and their clients will appreciate it.

Check back soon for more discussions of the differences between UK and US English, including the differences in types of lawyers and courts as well as a bonus in Part 3.

©Dygert, LLC 2017

The post 5 Differences between UK and US English – Part 1 appeared first on Online Legal Translations.

Online Legal Translations (OLT) was created to provide what no other translation company in the world offers in almost any language combination:

All of OLT Translations are performed by Qualified Attorney-Translators.

All of Our Translators are Also Lawyers

• We provide quality, professional translations to law firms, corporate legal departments, individuals and courts of law worldwide.
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