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Richard, Attorney
Category: Business Law
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Experience:  32 years of experience practicing law and a businessman.
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I have a noncompete that says I cant solicit my (now former)

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I have a noncompete that says I can't solicit my (now former) employer's clients. ("You are not to directly or indirectly canvas, contact or solicit business from any clients or prospective clients.") However, one of his clients has contacted me via e-mail and asked me to submit a proposal to do business.   Can my new employer submit a proposal since I didn't initiate the solicitation? Actually, more to the point, can I be a part of this solicitation process (go on the sales call) since I was solicited? And does it make any difference that this client is no longer under contract with my former employer...(although the client does continue to do business with him)?   Optional Information: State/Country relating to question: Texas<br /><br />On a separate but related note, how do I know if the entire non-solicitation agreement is even vaild? <br />
Submitted: 6 years ago.
Category: Business Law
Expert:  Richard replied 6 years ago.
Good afternoon. First, with regard to non-compete agreements in general....

As you are probably aware, to be enforceable, a non compete agreement must be reasonable in both scope of time and area. Additionally, the court will balance the proprietary need of the employer to protect its business with the employee's ability to earn a living in his or her chosen profession.

Non competes are expensive to enforce and, while they are enforceable, courts tend to look for fairly egregious behavior on the employee's part to uphold them.

To be enforced, noncompete agreements must be narrowly written, fair to employer and employee, and be sound public policy. The courts won't interpret the agreements to determine what the parties intended. They go with what's written: It either works, or it doesn't.


Now, with regard to your situation. Regarding the solicitation question, you are going to be on pretty solid ground here. The courts tend to construe these narrowly and against the employer since the employer drafts them. In this area, typically there is a penalty provision if you simply do business with a former client...but since the employer did not put this in your agreement and the former client contacted you directly, the employer would most likely not prevail on that one. With regard to your agreement in would be based on the information above and depend upon the particulars of your specific agreement.



I hope this has given you the guidance you were seeking. I wish you the best of luck!


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The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

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