Contract translation: corporate, employment and non-disclosure agreements

A contract is the document that defines the parties' relationship for years. When it exists in two languages, the translation carries legal weight equal to the original: it is the translated text that the foreign partner reads, that a foreign court or arbitration relies on and by which an investor assesses risk. One inexact term in "obligations", "limitation of liability" or "grounds for termination" can turn into a dispute worth millions for a party. Our contract translation service is intended for companies, law firms and investors who need contractual documentation that produces the same legal effect in both languages. This page is part of our legal translation practice.

The types of contract we translate

Corporate and commercial contracts

• sale, supply and distribution contracts
• service and subcontracting agreements
• share and interest purchase agreements (SPA)
• shareholder and partner agreements (SHA)
• joint activity and joint venture (JV) agreements
• franchising and agency agreements
• loan, credit and security agreements
• lease and leasing agreements for commercial real estate

Employment contracts and HR documentation

• individual employment contracts with foreign and local employees
• service agreements of top managers and directors
• internal regulations, bonus and option policies
• non-compete and non-solicitation agreements
• termination and compensation agreements

Non-disclosure agreements (NDA)

• unilateral and mutual NDAs for the negotiation stage
• confidentiality provisions in M&A transactions and the due diligence process
• information protection agreements in technology and IT projects
• employee confidentiality obligations

Why a general translator cannot translate a contract

The language of contracts is standardised, and every wording rests on years of court practice. Most English-language contracts are built on the common law tradition, while Georgian contract law is continental. This creates terminological gaps that a dictionary alone cannot bridge.

• "Representations and warranties" is not simply "statements and guarantees": these two concepts have different legal consequences on breach
• "Indemnify and hold harmless" is translated as a specific type of obligation, not a general "compensation for damage"
• "Best efforts" and "reasonable efforts" are obligations of different degrees, which the translation must reflect
• "Termination" and "rescission" both mean ending the contract, but by different legal mechanisms
• "Liquidated damages" is closest to the penalty in Georgian law, but does not fully coincide with it

A professional legal translator knows these differences and chooses a wording in the translation that produces the same effect within Georgian law. Where that is impossible, we add a translator's note so that the party knows where a risk of interpretation exists.

A bilingual contract and the prevailing language clause

In international practice a contract is often drawn up in two columns, in two languages. Two things are critical here: full structural correspondence of the texts (article facing article, clause facing clause) and a clear provision on which language version prevails in case of conflict.

We translate in a two-column format with exact preservation of the original's numbering and structure, which considerably simplifies the management of amendments and annexes in future. If the contract has to be submitted to a court or the Public Registry in Georgia, the Georgian version is often mandatory, and we provide its notarization.

The specifics of employment contracts

For the Georgian representative office of a foreign company the translation of an employment contract involves a double difficulty: the head office template is often built on concepts that do not exist in the Georgian Labour Code or are regulated differently. For example, the "at-will employment" principle, which applies in most US states, is inapplicable in Georgia, because termination of employment is strictly limited by the Code.

In such cases our task is not the legal adaptation of the contract, which is a lawyer's job. Our task is an exact translation and marking every place where the concept has no direct equivalent, so that your legal department can take an informed decision.

NDA translation: where the risk hides

A non-disclosure agreement looks like a simple document, but its force lies in three definitions: what counts as confidential information, what use is permitted and what the exceptions are. An inexact translation of these three parts can make the agreement either unusably broad or uselessly narrow. We pay special attention to the definitions section and check that every defined term is used identically throughout the document.

The working process and quality control

1. Analysis of the document: the type of contract, the governing law, the target audience
2. Compiling the terminology list and, where needed, agreeing it with the client
3. Translation by a translator specialising in contracts
4. Independent editing by a second legal specialist
5. Checking the format, numbering, annexes and cross-references
6. Delivery, with notarization where needed

Every project is carried out under a signed NDA. Draft contracts, transaction terms and financial data are never transferred over an open channel.

Amendments and annexes: long-term cooperation

A contract rarely stays unchanged. Supplementary agreements, annexes, amendments and extensions require the translation to use exactly the same terminology as the main document. For this we keep a translation memory and a terminology base for every client. As a result, the translation of an annex is completed faster, and terminological consistency is maintained over the years. If the contract is accompanied by a power of attorney or a corporate resolution confirming the signatory's authority, we translate the whole package with one terminology.

Frequently asked questions