Thank you for the response. Please find below the details:
a) Our firm (in the state of GA) and her firm (in the state of WI) has a Master
Services Agreement in place. It says: ES and the undersigned Supplier agree as
- This agreement will apply whenever the Supplier furnishes consulting services to ES or its clients. The specifics to the nature of the services to be performed, products to be delivered, if any, duration, rate, start date etc. will be set forth in the Work order. The supplier is responsible for all expenses incurred by its employees, unless specified in the individual Work order.
• This agreement shall continue for a term of one (1) year after the date first
entered above, unless terminated sooner as set forth herein, and will be
automatically renewed for like terms unless either party servers written notice
of its intent to terminate this agreement.
3. Covenant not to compete
- The Supplier agrees not to compete with ES in providing staffing or services in any capacity (either directly or indirectly) to Clients introduced to the Supplier by ES for a period of one (1) year from the date of introduction or one (1) year from the last day of services provided, whichever is later. During this period, the Supplier will not directly or indirectly, or in any capacity, compete or attempt to compete with ES to provide services to the Client, or in any way hamper ES's efforts to render quality services to the client:
A. By soliciting any Client of ES with whom the Supplier had dealings with or on
behalf of ES as part of this agreement
B. By soliciting business at the same location at which Supplier is providing
services on ES's behalf
C. By soliciting, hiring, assisting in soliciting or hiring, or offering employment to
any employee of ES or client, or by including any personnel of ES or Client to
leave the services of ES or the Client, as the cause may be.
- The provisions of this Restrictive Covenant shall be construed as an agreement independent of any other provision contained herein and shall be enforceable in both law and equity, including by temporary or permanent restraining orders, notwithstanding the existence of any claim or cause of action by the Supplier against ES whether predicted on this agreement or otherwise.
- If any provision of this Restrictive Covenant is held to be unenforceable because of its scope, duration or area of its applicability or otherwise, the Court making the determination will have the power to modify the scope duration area, or all of them, and the provision will then apply in that modified form.
b) Timeline & Events:
1. Work Order Start Date: 06/29/2009
2. Work Order End Date: 12/31/2010
3. As per the non-compete clause in the agreement, not to offer services (direclty
or indirectly) until 1/1/2012
4. She has worked on our contarct until 12/31/2010
5. However on 12/27/2010 she chose to represent another firm (our competitor)
and let them submit her profile to our Client. Our Client has confirmed it.
6. We have not yet contacted the consultant about the possible breach. Waiting
on legal advise
7. One of her invoice (for services offered in Nov 2010) is due for payment on