How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Loren Your Own Question

Loren
Loren, Attorney
Category: Business Law
Satisfied Customers: 20767
Experience:  30 years experience representing clients .
17897874
Type Your Business Law Question Here...
Loren is online now
A new question is answered every 9 seconds

Non-Compete Clarification for Software Engineer

Resolved Question:

I'm in Knoxville TN & looking to join a firm remotely that is based out of NY. They have provided me with an NDA & non-compete to review before signing the offer letter and I was hoping for some


clarification on the following section, in particular section b & c.


 


I have attached the entire document for convenience as well.


 


3. Non-Compete (a) Competitive Ventures. I shall not directly or indirectly engage in or participate as an owner, partner, stockholder, officer, employee, director, agent out of or consultant for any business competitive with any business of Company, without the written consent of company; provided, however, that this provision shall not prevent me from investing as less than a 1% stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The business of the Company shall be considered any and all software and interactive website development, design, and/or consulting services, and/or any products and applications developed and marketed by the Company upon which I have worked on, developed, maintained, or acted as a sales representative for in the twelve months prior to My removal or departure from the Company. Any position considered “in-house” and not engaged in outsourced development or consulting services shall not be considered competitive. (b) Term. The non-compete period shall cover the entire term of affiliation as an employee of the Company and the one year period subsequent to My removal or departure from the Company. If My employment is terminated by the company, other than for cause, the non-compete provision shall terminate four months after My last day of employment. (c) Region. Because the Internet is so pervasive and trans-border, I recognize that the interests of the Company cannot be limited to one particular state or region. Therefore, unless otherwise specified or required by law, I agree that the non-compete shall prevent me from the above stated activities unless access to or utilization of that business is restricted to within the borders of one contiguous state located within the United States and outside of the current states in which the Company operates. Otherwise, I am barred from competitive behavior within the United States. If required by law, the non-compete shall be limited to within 50 miles of any location in which I have been based and/or operating in for longer than a three month period, whether consecutive or non-consecutive.

Submitted: 1 year ago.
Category: Business Law
Expert:  Loren replied 1 year ago.
Thank you for using JustAnswer. I am LawGuy and I will do whatever I can to answer your question.

A. The term runs for one year after you leave, unless you are laid off, a reduction in workforce, for example, in which case the term is 4 months.

B. The geographic region covered is the entire USA, which any court is unlikely to find reasonable. Otherwise, and this is the more likely enforceable scenario, it is within 50 miles of the location you have been serving the most or longest for 3 months prior to leaving.

Hope this helps.
Customer: replied 1 year ago.

So it is legal to prohibit me from working in my industry, as trained, for 1 year within 50 miles of my home (or 4 months if laid off)?


 


As this is a remote position and I won't be relocating to NY, would performing work for another entity somewhere outside the 50 mile radius, but without relocating, still fall in that restriction, or be a valid opportunity to pursue?

Expert:  Loren replied 1 year ago.
It could be held legal. The court would look to what is reasonable within the industry. It is a question of fact rather than law.

The area where you work is relevant, not where you are living. So, yes, so long as it is outside the 50 mile limit, if that is held reasonable, you should be ok.

Also be aware, that a court can rewrite the provisions to be reasonable. So, it the court were to find the one year term unreasonable, they could reduce it to, say 9 months, or 4 months or whatever they deem to be reasonable.
Customer: replied 1 year ago.

And in the event that the company decided to pursue legal action with my departure and joining a new company, I should expect to be sued in Civil court?

Expert:  Loren replied 1 year ago.
It is really a business decision on the part of the ex employer. Non competes are extremely expensive to enforce and, unless it is seen as a real threat, the ex may decide it is not worth the expense given the return.

Just realize that the possibility is there.
Loren, Attorney
Category: Business Law
Satisfied Customers: 20767
Experience: 30 years experience representing clients .
Loren and 13 other Business Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA