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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
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Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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If I have a non compete and confidentiality clause in my contract

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If I have a non compete and confidentiality clause in my contract with my business partner, and it only becomes active if I sell my 40% shares. Last year me and my partner got into an arguement which leaded me into calling the police for a battery offense on my partner, I was not hurt bad but the police agreed the he did break the law and that he could be charged for a Battery offense, I ended up dropping the charges on the spot after talking to the police a little more. Since then my partner fired me and then has made a offer to buy me out. This happend in July and after many lawyer fees in negotiating the buy out we still have not come to an agreement and I'm currently out of a job.

I want to continue in the same industry and compete, I resigned from the board of directors and as an officer, and my employment status was obviously terminated by my business partner who owns 60%. My lawyer at the time said these where the steps to take based on our business structure, our main company is an LP and it is managed by our S Corp, a CA corporation, its also considered the GP of the LP. Since he became silent, my lawyer said this was the best way to cover myself and go into the same field, by being just a shareholder. He had mention to not use any of the same manufactures and client list and propritery information, so pretty much start from scatch. When it comes to proprietary information/Confidential information.

Since our business relys mostly on the internet, and none of our styles are copyrighted or TM only are name it TM. Can I just copy and use any of the info that is on our website and just re word the text of course but our site shows many pictures and explains in detail about what is included in a standard order and option upgrades.

we disclose a lot of design techniques on every day basis by phone or email to any client who request information and we never have had any disclosure the this information is considered classified or confidential. I baiscially want to start my own line and if what he shows on the internet is available to the public wouldnt that apply to me based on my postion that I'm in now? Hes transfered all of our money into a new business account with out my knowledge and shut me out of access to the bank account.

So just to clarify, if I can gather information publicly on the internet including my site, is that considered acceptable? I mean if something is a trade secret but the website shows many details on our product couldnt I copy some of the same features and options and similar styles as long as I'm creating the line with my own new contacts?

I'll look forward to your response, Thank you

If you gather information that is readily publicly available to others, it is not breach of any confidentiality and it is not use of proprietary information of your company. As long as you are obtaining your information from public sources and not from the company and are not stealing the content of your company's website, you can proceed, especially since the non-compete and confidentiality agreement does not become effective until you sell your 40% (of course you should obtain a written release of that as part of any buyout settlement).

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