Translation Memory Ownership: Does the Agency or Client Own the TM?¶

You’ve sent 200,000 words of translation to an agency over two years. Terminology is polished, style is consistent, the TM grew with every project. Then you decide to switch providers - and suddenly hear: “Sorry, we don’t hand over the Translation Memory. That’s our asset.” Sound familiar? On ProZ.com and industry forums, this is one of the most painful questions in the business - and there’s still no definitive answer.

Let’s break down who actually owns TM from a legal, business, and common-sense perspective.

What Translation Memory Is and Why It’s Valuable¶

Translation Memory (TM) is a database storing “source + translation” pairs (translation units). Every time a translator works in a CAT tool (Trados, memoQ, Smartcat, Phrase), new translations get added to this database. Next time a similar or identical sentence comes up, it’s pulled automatically.

Why it’s a valuable asset:

• Cost reduction. A 100% match (exact repetition) is typically discounted 60-80%. Fuzzy matches (partial overlap) get 30-50% off. On large projects, that’s tens of thousands of euros saved per year
• Consistency. TM keeps terminology uniform across all documents. “Datenschutzerklärung” always translates as “Privacy Policy” - not differently in every document
• Speed. Repeat translations take two to three times less time
• Domain knowledge. TM accumulates industry terminology, brand tone of voice, and contextual translation decisions

Imagine you’ve been ordering legal translations DE>EN for two years. Your TM now has 50,000+ translation units with perfectly calibrated legal terminology. If you lose that database when switching agencies - the new vendor starts from scratch. That’s months of work and thousands of euros re-translating what was already done.

The Legal Side: What Copyright Law Says¶

Here’s where it gets interesting - because there’s no clear-cut answer, and it depends on jurisdiction.

German Copyright Law (UrhG)¶

According to an analysis by OneWord GmbH, under the German Copyright Act (UrhG):

• Translations receive copyright protection as “independent works” if they reach the “threshold of originality”
• The translator is the author of their translation and holds moral rights to authorship
• Key point: “commissioned translation services do not generally belong to the client from a purely copyright point of view”

This means: if you ordered a translation and paid for it - you got the right to use that translation. But the copyright to the text itself stays with the translator (or agency, if the translator is an employee). And TM as a database of translations falls into a gray area.

EU Database Protection¶

The European Union has the Database Directive 96/9/EC, which provides two levels of protection:

1. Copyright - if the database structure is the “author’s own intellectual creation”
2. Sui generis (database maker’s right) - if “substantial investment” went into creating the database

Most TM files are unlikely to get copyright protection for their structure - TM simply stores segment pairs in chronological order. But sui generis rights might apply: if the agency invested significant resources in building, cleaning, and maintaining the TM.

What This Means in Practice¶

If the contract says nothing about TM - you’re in legal limbo:

The takeaway is simple: if you didn’t put it in the contract - you’ll be arguing in court. And the outcome is unpredictable.

Three TM Ownership Models: Which One to Pick¶

In practice, there are three main models. Each has trade-offs.

Model 1: Client Owns the TM¶

The client is the full owner of the TM. They can request a TMX export at any time. When switching vendors, the TM goes to the new agency.

Pros: - Full control over linguistic assets - No vendor lock-in - Ability to transfer TM to another agency or freelancer without loss - Transparency: client sees exactly what they’re paying for

Cons: - Agency is less motivated to invest in TM quality (why bother if it’ll be taken away?) - Client has to monitor TM quality themselves

As OneWord GmbH states:

All oneword customers hold the ownership rights of their translation memories. We believe this is the only proper way to operate.

This model is becoming the standard for large enterprise clients - Microsoft, SAP, Siemens have been working this way for years.

Model 2: Agency Owns the TM¶

The agency retains full rights to the TM. The client gets finished translations but not the database itself.

Pros: - Agency is motivated to invest in TM quality - Price might be lower (agency offsets through leverage) - Fewer technical questions for the client

Cons: - Vendor lock-in: switching agencies means losing the TM - Client doesn’t control database quality - Risk of data loss if the agency shuts down

On the ProZ.com forum, this is one of the hottest topics - freelance translators often consider TM their intellectual property and don’t want to hand it over to agencies for free. The argument: “I put years of experience and knowledge into this database - why should I give it away?”

Model 3: Shared Ownership¶

Both sides have access to the TM, but with limitations. Typical setup: the client can use the TM with other vendors, the agency can use anonymized data for other clients in the same industry.

Pros: - Both parties motivated to invest in quality - Balanced approach to interests

Cons: - More complex legal setup - Potential confidentiality conflicts - Not all CAT tools support access control at this level

Model Comparison¶

Vendor Lock-in: Real Threat or Overblown¶

Vendor lock-in through TM isn’t a theoretical problem. As SimulTrans notes:

Translation memories are your company’s intellectual property, and you should always have a copy of them. Once you decide to switch providers, request the Translation Memories in TMX format from your current translation agency.

TMX (Translation Memory eXchange) is an open XML standard developed by LISA (Localization Industry Standards Association) specifically so TM can be moved between different CAT tools. TMX is supported by virtually every serious platform: Trados, memoQ, Smartcat, Phrase, Memsource.

But in practice it’s more complicated:

• Reluctance to hand over. Some agencies “forget” to export TM or drag their feet. They don’t formally refuse, but they don’t hurry either
• Loss of context. TMX exports can lose metadata: segment author, translation date, comments, quality ratings
• Compatibility issues. A TMX file from Trados might not import perfectly into memoQ - tag structure, special character handling, and formatting can differ
• Cleanup needed. TM might contain outdated or low-quality segments that need filtering after migration

The real cost of vendor lock-in: a company with 500,000 words of translated content can spend €15,000-30,000 re-translating what was already done - simply because they didn’t take their TM in time.

What to Put in Your Contract: TM Clause Checklist¶

Here are specific clauses that should be in any translation services contract:

1. TM Ownership¶

The Client is the exclusive owner of all Translation Memory
created during the performance of work under this Agreement.

2. Regular Export¶

The Provider shall deliver an up-to-date copy of the TM
in TMX format no less frequently than once per [quarter /
month / after each project].

3. Handover on Termination¶

Within 14 business days of termination of this Agreement,
the Provider shall deliver a complete copy of the TM in TMX
format and delete its own copy.

4. TM Confidentiality¶

The Provider shall not use the Client's TM (in whole or in
part) for work with other clients without the Client's
written consent.

5. Backup and Retention¶

The Provider shall back up the TM at least once per week
and retain backups for [12 months] after the Agreement ends.

Tip: if an agency refuses to include these clauses - that’s a red flag. At minimum, push for clauses 1 and 3.

TM Ownership in the Client-Agency-Freelancer Triangle¶

Things get complicated when there are three parties in the chain:

Client orders translation from agency, agency delegates work to freelancer. Who owns the TM here?

Standard setup: 1. Freelancer hands TM to agency (usually specified in the freelancer contract) 2. Agency hands TM to client (should be specified in the client contract)

But problems come up when: - The freelancer uses their personal TM as a base for the new project - and the “new” TM contains their previous work - The freelancer works with multiple agencies in the same industry - and terminology decisions “migrate” between projects - The agency didn’t sign an NDA with the freelancer - and nothing stops them from using the TM elsewhere

As discussed on ProZ.com:

Freelancers often don’t want to hand over TM for free, arguing that TM is the result of their experience and expertise. Some offer to transfer TM for an additional fee or factor the TM cost into their rate.

Recommendation for agencies: spell out TM rights transfer in the freelancer contract. Standard wording: “All translation memories and glossaries created under projects for the Client are the property of the Client and shall be transferred to the Provider without restrictions.”

Recommendation for freelancers: keep separate TMs for each client. Don’t mix your “general” TM with client-specific projects. If you’re using your own base as a starting point - agree on this upfront.

How to Protect Your TM: Practical Steps¶

If You’re a Client (Translation Buyer)¶

1. Request TMX exports after every major project. Don’t wait for contract termination - get your data regularly
2. Store copies locally. A TMX file is plain XML - minimal storage. Keep a backup on your server or cloud storage
3. Audit TM quality. Every six months, ask an independent translator to assess the database - outdated, inaccurate, or duplicate segments reduce its value
4. Put ownership in the contract. Use the checklist above

If You’re an Agency¶

1. Be transparent. The client has a right to know what happens with their data. Proactively offer TMX exports
2. Use TM ownership as a competitive advantage. “Your TM is your property” can become a USP that sets you apart from competitors
3. Invest in TM quality. Regularly clean the database, remove duplicates, update terminology. This adds value for the client
4. Keep separate TMs. A dedicated TM per client - not a shared pool. It’s a confidentiality issue

If You’re a Freelancer¶

1. Keep separate TMs for each client. In Trados and memoQ this is a basic feature - project-specific TM
2. Negotiate upfront. If the agency asks for TM - discuss terms before starting work, not after everything’s translated
3. Keep your “general” TM separate. Glossary entries and terminology decisions from public sources - that’s your database. Specific translations for a specific client - that’s the client’s
4. Factor TM into pricing. If the client wants the TM - the price can be higher. That’s fair

ISO 17100 and TM: What the Standard Requires¶

ISO 17100:2015 - the international standard for translation services - contains no direct requirements about TM ownership. The standard focuses on translation processes, translator qualifications, and quality control.

But ISO 17100 does require: - Management of technology resources (clause 3.1.4) - which includes TM and term bases - Confidentiality of client information (clause 6.6) - Process documentation and record keeping

In practice this means: if an agency is ISO 17100 certified, it’s obligated to have a clear TM policy. Not a specific choice of “client vs agency” - but the obligation to have and follow that policy.

2026 Trends: Where the Industry Is Heading¶

TM ownership dynamics are shifting due to several factors:

Cloud-based TMS. When TM is stored in a cloud tool (Smartcat, Phrase TMS, XTM Cloud) - the question of physical data access gets even more critical. Can you download your data if you cancel your subscription? Most cloud platforms allow TMX export, but verify before signing up.

AI Training on TM. A newer concern: is your vendor using your TM to train AI models? If the agency runs an MTPE workflow and trains its MT model on your data - who owns that model? This question is still poorly regulated.

GDPR and TM. If your TM contains personal data (names, addresses, document numbers) - GDPR applies. The client as data controller has additional rights to access and deletion. Yet another argument for the “client owns TM” model.

Market consolidation. According to Slator, the translation market is actively consolidating through M&A. When an agency gets acquired by a bigger player - what happens to client TMs? If ownership isn’t in the contract - TM could become part of the assets in the sale. One more reason to put it in writing early.

FAQ¶

Can an agency refuse to hand over my TM?¶

If the contract states TM is client property - no, they can’t. If the contract says nothing - the legal situation is ambiguous, and the agency can argue TM is their intellectual property. That’s exactly why it’s so important to spell this out at the start.

What format should I request TM in?¶

TMX (Translation Memory eXchange) is the standard format supported by virtually every CAT tool. Always ask for TMX. If the agency offers “their own format” - insist on TMX, otherwise you’re risking vendor lock-in.

Is TM protected by copyright?¶

Individual translation segments are protected by copyright as translations. TM as a database may be protected by sui generis rights (in the EU) if substantial investment went into its creation. But it’s a gray area - there are very few court precedents specifically about TM.

How often should I export TM?¶

For active projects - after every major release or monthly. For ongoing relationships - quarterly at minimum. The golden rule: you should always have a current copy.

Can I use TM from a previous agency with a new one?¶

Yes, if the TM is your property. Just hand the TMX file to the new provider. They’ll import it into their CAT tool, and you keep all your accumulated work. In practice, it’s recommended to clean the TM of outdated segments first.

What if the agency closed and my TM is lost?¶

If you don’t have a backup - the TM is gone forever. You can recover it from finished translated documents through alignment (matching source and target), but the quality of such TM will be significantly lower. This is the best argument for regular backups.

Can a freelancer refuse to hand over TM to an agency?¶

Depends on the contract. If the contract covers transfer of all work materials - no. If the contract says nothing about TM - the freelancer can argue their rights. But in practice, most agencies include a TM transfer clause in their standard agreement.

How much is a TM worth if sold or transferred?¶

There’s no universal formula. Some freelancers value TM at 10-20% of total translated work cost. Others charge a flat rate per translation unit (e.g., €0.01-0.03 per TU). For large enterprise TMs with 500,000+ units, the price can reach €5,000-15,000.