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pote
juzgado para la sala
Mar 11, 2015 01:31
9 yrs ago
25 viewers *
Spanish term

can document is or becomes readily publicly available

Spanish to English Other Law: Contract(s) Consulting Agreement
Hello,

I'm having problems understanding and translating part of a Consulting Agreement written in American English. The part I'm having trouble with is included in one of the provisions in the agreement titled "Ownership, Rights and Confidential Information", more specifically the when the agreement deals with the term "confidential information" and what is understood by "confidential information" under this agreement. There is a sentence at the end of the paragraph that i don't understand and I don't know how to translate it into Spanish.

This is the extract:

“Confidential Information” also includes information of third parties that CONTRACTING PARTY is required to treat as confidential. Consultant will hold in confidence and not disclose or, except in performing the Services, use any Confidential Information. However, Consultant shall not be obligated under this section with respect to information Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant.


I have problems understanding the final sentence, from "However, ..." until the end of the sentence.

I'm translating into Spanish (Spain).

Thank you very much in advance!!
Proposed translations (English)
4 +1 que el Consultor pueda documentar que es o se ha convertido en información de dominio público
References
Refs./You should perhaps clarify with your client
Change log

Mar 11, 2015 20:42: Andy Watkinson changed "Language pair" from "English to Spanish" to "Spanish to English"

Discussion

Taña Dalglish Mar 11, 2015:
@ Andy Thank you. Nighty night. LOL!
Andy Watkinson Mar 11, 2015:
@Taña Buenas noches.;-) Me too.
Taña Dalglish Mar 11, 2015:
@ Andy That may well be. However, there are too many variables for my liking. I still believe that it is best to check with the client. In addition, many examples contain a phrase not in the original (poor editing, perhaps?). Consultant can document ***by clear and convincing evidence***, so while your suggestion is a reasonable one, it does not quite convince me that it is the correct way to go. Regards. After this, I am "out" and leave this up to the Asker to decide. (LOL!)
Andy Watkinson Mar 11, 2015:
@Taña I see what you mean. But I have a tendency to believe the simplest solution is probably the right one. i.e., one additional word renders the original coherent.
Taña Dalglish Mar 11, 2015:
No, Andy. You have misunderstood my last posting in the discussion area. What I provided was but one version of hundreds of precedents. What I should have made clear, and proposed is in the reference portion, with a clear indication that the Asker should consult with his client. Regards.
Andy Watkinson Mar 11, 2015:
Hi Taña. ¿qué tal?
I take your point regarding the references you've found, but even so, if you are proposing the following:
"Consultant can document (i) is or becomes readily publicly available without restriction through no fault of Consultant, or... (sic)" as a sentence, I can't agree, sorry.
Taña Dalglish Mar 11, 2015:
@ Andy I provided quite a few references and maintain that there are so many possibilities. Here is another where there are additions: http://webcache.googleusercontent.com/search?q=cache:XxOkJU3...
However, Consultant shall not be obligated under this paragraph with respect to information (sic - I still maintain there is a full stop missing) Consultant can document ****(i) is or becomes readily publicly available without restriction through no fault of Consultant, or (ii) that Consultant knew without restriction prior to its disclosure by Theravance. ** Here, you will note the addition of (i) and the additional clause (ii) which is not mentioned in the Asker's version. Regards.
Andy Watkinson Mar 11, 2015:
OK, those of us who saw the first episode of Dr. Who would probably prefer: "(...) with respect to information Consultant can document which is, or becomes, readily publicly available (...)", but punctuation is frowned upon in these cases.
Andy Watkinson Mar 11, 2015:
"However, Consultant shall not be obligated under this section with respect to information Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant."


"However, Consultant shall not be obligated under this section with respect to information Consultant can document which is or becomes readily publicly available without restriction through no fault of Consultant."

Proposed translations

+1
47 mins
Selected

que el Consultor pueda documentar que es o se ha convertido en información de dominio público

Es una oración compleja, pero analizándola creo que el sentido de la oración es el siguiente:

Sin embargo, el Consultor no se verá forzado a cumplir con las obligaciones de esta sección cuando se trate de información que el Consultor pueda documentar que es o se ha convertido en información de dominio público sin restricciones por causas ajenas al Consultor.
Peer comment(s):
neutral Andy Watkinson : You're welcome.
2 hrs
agree Susana E. Cano Méndez
16 hrs
Gracias :)
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4 KudoZ points awarded for this answer. Comment: "Thank you very much, your answer has been very useful"

Reference comments

30 mins
Reference:

Refs./You should perhaps clarify with your client

http://contracts.onecle.com/bluecoat/andreessen.consult.1999...
However, Consultant shall not be obligated under this paragraph with respect to
information [sic] Consultant can document is [sic] or becomes readily publicly available
without restriction through no fault of Consultant.

There are errors, so that makes it difficult to understand. I would place a full stop (.) after "information", and start a new sentence with "Consultant". "is" is another error. It appears that the words "by clear and convincing evidence" are missing, but "is or" makes little sense. Perhaps it should read "or it"

For example here:
http://www.sec.gov/Archives/edgar/data/1072379/0000950124050...
XXX can document ***by clear and convincing evidence*** //is or/// (sic) becomes readily publicly available without restriction through no fault of Brain MD.


BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type ...
www.sec.gov/Archives/edgar/data/831749/.../0001013993-02-00...
However, xx shall not be obligated under this paragraph (or section) with respect to information. xx can document ***by clear and convincing evidence is or ** becomes readily publicly available without restriction through no fault of Executive.

In summary, a possible reading could be: "However, Consultant shall not be obligated under this section with respect to information. (full stop here) Consultant can document by clear and convincing evidence or it becomes readily publicly available without restriction through no fault of Consultant."

Clearly, there are mistakes in the text, and in all the links I looked at on the Internet, so you should ask your client, as I am guessing regarding the true reading.
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