Free translation services agreement template
with every clause that matters.

Why it matters: Identifying a personal name when a business entity is the contracting party — or listing the wrong agency subsidiary — shifts liability unpredictably and may affect whether the agreement binds the intended party at all.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory's role and authority are stated.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; lack of capacity renders a contract voidable. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: Translation scope disputes typically arise from ambiguity about what type of translation is expected — literal word-for-word, idiomatic, certified, or localized for a specific market. "Translate our website" covers vastly different amounts of work depending on interpretation. Courts construe ambiguous scopes against the drafter (contra proferentem).

What Clausio checks: That the specific source materials, target language(s), translation type (standard, certified, localized), and approximate word count are specified. Flags scope described only as "translation of materials" without itemization.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language. [Confidence: medium — Restatement persuasive authority]

Why it matters: A translation is an independently copyrightable derivative work under US copyright law — separate from the source text. Without a written copyright assignment, the translator retains copyright in the translated work regardless of who owns the original. A client who does not have a written assignment cannot legally reproduce, distribute, or modify the translated content without the translator's permission.

What Clausio checks: Whether the agreement includes a written copyright assignment for the translated work, conditioned on full payment. Also checks that any pre-existing translation memory, glossaries, or tools belonging to the translator are carved out. Flags if IP ownership is absent or ambiguous.

Legal basis (high confidence): 17 U.S.C. § 101 — a translation is a "derivative work"; the translator holds a separate copyright in the translation independent of the source work's copyright. 17 U.S.C. § 204(a) — any transfer of copyright ownership must be in writing and signed; oral agreements do not transfer copyright. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — an independent contractor's work does not automatically vest copyright in the hiring party.

Why it matters: "Accurate translation" means different things for a legal document, a marketing campaign, and a user interface. Without a defined accuracy standard, a client who receives a translation they consider inadequate has only a vague "fitness for purpose" claim. Without a defined acceptance procedure, the translator has no clear signal that the work is done.

What Clausio checks: That the agreement specifies the accuracy standard applicable to the project type, defines what constitutes acceptable delivery, and establishes an acceptance procedure (review period, approval, or deemed-accepted after a defined window). Flags agreements with no acceptance criteria.

Legal basis: Restatement (Second) of Contracts § 226 — what constitutes satisfactory performance depends on the express terms of the agreement; without a defined standard, courts apply an objective "reasonable person" standard that varies with context. [Confidence: medium — Restatement persuasive authority]

Why it matters: Unlimited revisions are the single most common way translation projects exceed their budget. Without a defined revision limit, a client can request rewrites indefinitely, and the translator has no contractual basis to charge for additional rounds. Distinguishing between error corrections (translator's obligation) and style changes (client's optional extra) is equally important.

What Clausio checks: That the number of included revision rounds is specified, that the distinction between error corrections and style-based revisions is defined, and that the rate for out-of-scope revisions is stated. Flags if revision rights are unlimited or undefined.

Legal basis: General contract law — scope of work as defined by express agreement; modifications to the agreed scope require mutual assent and may require additional consideration. Restatement (Second) of Contracts § 89 — modification of an executory contract is binding if fair and equitable in view of circumstances not anticipated when the contract was made. [Confidence: medium — Restatement persuasive authority]

Why it matters: Translators routinely receive confidential documents — contracts, financial statements, medical records, technical specifications, legal filings. Without a confidentiality clause, a client's only remedy for unauthorized disclosure is trade secret law, which requires proving the information qualifies as a trade secret. A written clause with a DTSA notice creates a contractual cause of action and preserves the strongest federal remedies.

What Clausio checks: That confidential information is defined, the translator's obligations during and after the engagement are specified, source materials are not to be retained beyond the engagement, and the DTSA § 1833(b) whistleblower immunity notice is included.

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — failure to include DTSA whistleblower notice forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC, providing parallel state-level protection.

Why it matters: Translation pricing is typically per word, per page, per hour, or a flat project fee — and these bases produce very different totals for the same project. Without specifying the pricing basis and final word count source (source language, target language, or CAT tool count), invoice disputes are predictable. Rush fees, minimum charges, and project cancellation payment rules need to be explicit.

What Clausio checks: That the pricing basis (per word, per hour, flat fee), the payment schedule, invoicing procedure, and late-payment consequences are specified. Flags if the pricing basis is ambiguous or if no payment timeline exists.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach is the expectation interest. N.Y.C. Admin. Code § 20-928 — NYC Freelance Isn't Free Act applies to freelance translation engagements over $800. [Confidence: medium for Restatement; NYC statute high]

Why it matters: Translation accuracy depends on the quality of source materials. If the client provides a poorly written source text, or provides a glossary of preferred terminology and then rejects the translation for not matching it, the translator bears the cost of a problem the client created. A clause allocating responsibility for source-material quality and client-provided terminology protects the translator from liability for the client's own contribution to inaccuracies.

What Clausio checks: That the agreement addresses what happens when source materials are unclear or ambiguous, whether the translator is obligated to flag ambiguities before translating, and whether accuracy warranties are limited when the client provides a style guide or glossary that the translator must follow.

Legal basis: Restatement (Second) of Contracts § 261 — impracticability as excuse for non-performance when a basic assumption proves wrong (analogous principle: a contractor is not liable for defects caused by the owner's own specifications). [Confidence: medium — general contract principle; specific application varies by facts]

Why it matters: A translation error in a legal document, medical instructions, or product labeling could theoretically trigger third-party liability for the client — and the client might seek to pass that liability to the translator. Without a liability cap, a translator who made a minor error faces unbounded exposure. A cap set at the fees paid for the project is standard in professional translation agreements.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, lost profits, third-party claims) are specified. Flags if there is no cap or if the cap is absent for a regulated-content translation (medical, legal).

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: Translation engagements are inherently cross-border — a US company may hire a translator based in a different state or country. Without a governing law clause, courts apply conflict-of-laws analysis that may select an unfamiliar jurisdiction's rules. Mandatory arbitration or mediation-first keeps a $3,000 translation dispute out of court.

What Clausio checks: That governing law and venue are specified and that a dispute resolution mechanism is named. Flags if governing law is blank.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction, or applying it would violate a fundamental policy of the state with the greater interest. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses.