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socrateaser, Attorney
Category: Business Law
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Experience:  Retired (mostly)
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Hello I am contemplating working for a business consulting

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Hello I am contemplating working for a business consulting company as a sales person. This position is a 100% commission based job. My desire is actually to move in to consulting space but I am taking this sales position in hopes of adding management consulting experience on my resume (I have 30 years of broad ranging experience but no direct Management consulting experience.). However there is non compete. copied below.
My understanding of non compete is, that it restricts me from taking a possible with another management consulting company to do business in the same geographi area I was working here and also the same companies I was involved with. So if I take a management company job not in the same geographic area or same area but not with same list of clients that I worked with then it is OK?? Please let me know.

Best Regards,

9. Prohibitions Regarding Employee's Post-Employment Acts

Employee acknowledges and agrees that during the course of employment with George S. May International Company, he/she will be learning many skills that would provide opportunities and training for various positions throughout the business world; therefore, this limitation is confined only to management consulting in competition with George S. May International Company. Employee also agrees that during the term of this Agreement and for a further period of one year beginning on the termination of this Agreement under any circumstances, he/she will not become employed in any position incidental or associated with management consulting.
a. Directly or indirectly, on behalf of himself/herself or for any other person, firm, association, or corporation, engage in a business similar or competitive to that of the Employer in any geographical location that the Employee had resided in and/or performed his/her duties as a George S. May International Company employee.
b. Enter into the employ of, personally engage in, or otherwise directly or indirectly render services to any person, firm, association, or corporation who at any time within one year prior to the termination of this Agreement was a Survey or Management Service client of Employer or one of Employer's subsidiaries or affiliated companies;
c. Directly or indirectly solicit and/or induce to violate their contract with the George S. May International Company for a period of two years any corporate officer, division executive, district manager, assistant district manager, special representative, executive analyst, project director, staff executive or other employee of Employer or any subsidiary or affiliated corporation, for any employment in a line of business similar to that conducted by Employer;
d. Directly or indirectly aid or assist any other person, firm, partnership, corporation, or entity to do any of the aforesaid acts.

The entire noncompete is unenforceable, because under California Bus. & Professions Code 16600, such agreements are void as against public policy.


An exception applicable here would be that your solicitation of the employer's customers, could be deemed a violation of a separate nondisclosure clause, which may appear in your agreement. That is, if you were proved to be using the employer's trade secret customer lists in soliciting business after termination, then that would be actionable.


But, the noncompete itself is unenforceable under California law.


Also, if the agreement states that it is subject to the jurisdiction of some other state, and you were to go to another state to work, where there is no blanket prohibition of employee noncompete agreements, as is the case in California, then it may be possible to enforce the agreement against you. But, as long as you are doing business in California, this noncompete cannot be enforced.


Hope this helps.


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Edited by socrateaser on 9/4/2010 at 11:22 PM EST
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