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Irwin Law
Irwin Law, Attorney
Category: Business Law
Satisfied Customers: 7081
Experience:  30+ yrs. representing small business, real estate, probate
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I have a contract with the following non-compete clause. In

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I have a contract with the following non-compete clause. In the contract I am the "Contractor" and I will be contracting for the "Company"
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A. Non-competition with the Company
Contractor agrees that for a period of one year after termination of his contract with Company, in any manner, whether with or without cause, Contractor will not provide paid or unpaid services to any Company client and their clients directly or indirectly with whom Contractor had a relationship through engagement of contract with the Company. Providing paid or unpaid services to any Company client directly or indirectly shall include, but not be limited to engaging in business as owner, partner, or agent, or as Contractor of any person, firm, corporation, or any person, firm, corporation, or any other entity engaged in such business, or in being interested directly or indirectly in such business conducted by any person, firm, corporation, or other entity
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My question is, can I do contract work for a client that I find on my own even if the "Company" also does business with them? Assuming that I was not introduced to the client via the "Company"?

There is an ambiguity in the contract. The main provision reads: Contractor will not provide paid or unpaid services to any Company client and their clients directly or indirectly with whom Contractor had a relationship through engagement of contract with the Company. This implies a client that you worked with while at the Company. But the next sentence says: Providing paid or unpaid services to any Company client directly... and leaves out the qualifying "that you worked with while at the Company." A court would have to decide which clause controls. It is a matter of PA case law that would have to be researched by a local attorney in order to help you evaluate the risk. There are certain rules that courts can apply to resolve ambiguous language, which might be favorable to you. We cannot research the legal issues from here because that constitutes practicing law, but here is some general information from a PA lawyer whom I do not know personally, which might interest you: http://bernsteinlaw.com/publications-list/non-competition-agreements-reasonable-is-key/ I hope this Answer is helpful and that you will give it a positive rating. If not, then do not enter a rating at this time and send back a Reply for more information or clarification. You should consult a local attorney to verify that this information is accurate for your state. Thank you for using Pearl.com- Just Answer. We appreciate your business.

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