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German to English translations [PRO] Bus/Financial - Law: Contract(s) / Partnership agreements
German term or phrase:Wechsel-Initiativen
Abwerbeverbot und Kundenschutz Die Parteien unterlassen es für die Laufzeit dieses Vertrages und zwei Jahre hierüber hinaus, Mitarbeiter oder Kunden der jeweils anderen Partei aktiv abzuwerben. Bei Wechsel-Initiativen durch Kunden oder Personal informieren sich die Parteien gegenseitig, sofern der Initiierende keine Verschwiegenheit eingefordert hat oder eine gesetzliche Verpflichtung entgegensteht.
I can't find any reference to 'Wechsel-Initiativen' anywhere. My suggested translation:
Non-solicitation and customer protection The Parties shall refrain from actively soliciting employees or customers of the other party for the duration of this Agreement and for a period of two years thereafter. The Parties shall inform each other of any reciprocal initiatives by customers or personnel, unless the initiator has requested confidentiality or unless prevented by legal obligation.
Would 'reciprocal' be the correct understanding of 'Wechsel' in this context? I am struggling to understand what could be meant.
Explanation: "In the event that customers or employees show signs of switching sides..." Initiativen describes any action that could be seen as taking steps to leave one company for the other or take one's business to the other. 'Reciprocal' is not a concept that applies here.
I agree that this covers the meaning the best, but the language is not the correct register for a contract. I therefore chose the following sentence: "The Parties shall inform each other of any unsolicited approaches by the other party’s customers or personnel, unless the respective customer or personnel has requested confidentiality or unless prevented by legal obligation." Thanks for your help K 4 KudoZ points were awarded for this answer
An utterly tragic waste of lives, which even spilled over into Ireland and Scotland causing the landowning classes there to raise rival armies. Heny VII was nowt but a warlord.
https://en.wikipedia.org/wiki/William_Stanley_(Battle_of_Bos... Having been loyal to Richard, Stanley nevertheless changed sides in 1485, and suddenly supported the Lancastrian Henry Tudor's bid for the throne. Stanley is best known for his action at the Battle of Bosworth, where he decisively attacked the Yorkists under Richard, helping to secure Henry VII's victory.
Thanks to all who have added to this discussion. In the end I went for: "The Parties shall inform each other of any unsolicited approaches by the other party’s customers or personnel, unless the respective customer or personnel has requested confidentiality or unless prevented by legal obligation." There was an error in my previous discussion entry, where I put 'third parties' instead of 'personnel'.
I don't think this has been carefully drafted, but I'll try to answer your questions the best I can.
"...customers/employees have 'taken steps on their own initiative to switch to the other party' or just 'indicated that they wish to switch to the other party'..."
First one. The request needs to come from them. As quoted below, this must happen "absent any solicitation or inducement." The second could be an option, although I'm unsure whom you'd tell about this and how someone would find out about it, but you could keep it a bit vague, like the German does.
"...or even have already switched to the other party on their own initiative..."
Unlikely, in my view, as the word Initiative implies intent only. Else, they could have simply written Wechsel and be done with it.
"...or third parties..."
As said to Phil, this is the part I don't understand. Where do they stipulate something with regard to third parties? You do realize that the use of third party will broaden the scope of the agreement?
How will A or B in my example know that X has applied for a job at their competitor C (a third party)? Are they supposed to spy on their employees?
Thanks for all the comments - I definitely have more of an idea now. I am just wondering how vague/definite the 'Initiativ' idea is? Does it mean that the customers/employees have 'taken steps on their own initiative to switch to the other party' or just 'indicated that they wish to switch to the other party', or even have already switched to the other party on their own initiative? TIA
Thank you for your reply. I think I need to elaborate on my earlier comment because I'm not sure whether we interpret it differently or just misunderstand each other.
Let's call one of the companies (Company) A and the other one (Company) B.
Based on the paragraph quoted by Katy, A and B agree that they won't try to poach each other's employees as long as the agreement is in effect and for a period of two years thereafter.
A and B also agree that in the event, say, employee X wants to apply for a new job at A while still being employed by B, A will tell B about it unless the HR people at A were asked by X not to tell B (or anyone else for that matter) or there's a regulation which says you can't do that in this particular situation.
The same is true for customers: B will tell A that one of its customers wants to be supplied by B from now on unless the client/customer asks B not to say anything.
This is how I understand the text and I think the German link I quoted confirms that.
It'd be a bit odd, at least in my view, if the agreement actually stipulated that A must tell B about "third-party poachers" only if these poachers don't object to it.
"Specifically, the court in Howard found the non-solicitation of employees covenant void and unenforceable because it also prohibited the hiring of individuals that might seek employment on their own initiative and absent any solicitation or inducement by past employees." https://www.tradesecretslaw.com/2013/05/articles/restrictive...
I quote: "...denn das Abwerbeverbot regelt nicht den Fall, dass ein betroffener Arbeitnehmer sich aus Eigeninitiative heraus bewirbt."
And: "Auch wenn das Abwerbeverbot dem Mitarbeiter die Möglichkeit lasse, sich aktiv bei dem anderen Unternehmen zu bewerben, so könne das Abwerbeverbot diese Möglichkeit doch faktisch sehr beschränken, weil der Mitarbeiter möglicherweise gar nicht von der freien Stelle erfahre."
We are still talking about the parties to the contract, mind you. This has nothing to do with any third party, as far as I can tell.
Wechsel-Initiativen simply means an employee or customer has to take the initiative if they want something to change, as any prospective supplier or employer that is also a party to this agreement cannot encourage them to do so. Their hands are tied.
Explanation: "In the event that customers or employees show signs of switching sides..." Initiativen describes any action that could be seen as taking steps to leave one company for the other or take one's business to the other. 'Reciprocal' is not a concept that applies here.
Employees or customers show signs of switching sides
Michael Martin, MA United States Local time: 06:59 Specializes in field Native speaker of: German, English PRO pts in category: 245
Grading comment
I agree that this covers the meaning the best, but the language is not the correct register for a contract. I therefore chose the following sentence: "The Parties shall inform each other of any unsolicited approaches by the other party’s customers or personnel, unless the respective customer or personnel has requested confidentiality or unless prevented by legal obligation." Thanks for your help K