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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 111657
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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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

On a separate but related note, how do I know if the entire non-solicitation agreement is even vaild?
(This question is ONLY for PaulMJD...I appreciate the other answers I've received, but I'm trying to specifically get Paul's answer. Thanks!)
Submitted: 6 years ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 6 years ago.
The issue is solicitation which means your engaging in some type of positive or passive action to encourage a client to come to you. If the client has approached you without any type of approach from you, then you cannot stop someone from contacting you. What you need to do is get this client to sign an agreement before doing any business with you that he understands there was a non-solicitation clause between you and the former company and that he contacted you on his own without any solicitation of any form and it is his will and his right to do business with whatever company he chooses and he has voluntarily chosen to contact you and conduct business with you. This will at least cover you in case the former employer wants to come after you. The courts will not stop you from doing business with this client when it can be shown that you did nothing to encourage the contact and it was the customer's choice to do business with you.

You can be part of now dealing with the customer since you did nothing to approach him or lure him to you and he has also terminated his contract with your former employer on his own before coming to you. The key is that you had nothing to do with him seeking you out and that is what the court will look at.


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