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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24870
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I need a question answered about a non compete agreement that

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I need a question answered about a non compete agreement that is being presented to me in Texas. It has been given sole and separate from the contract that was executed that stated nothing about a non compete. They are threatening to pull my guys offsite if I do not sign this. Breach of contract? Ugh....

It specifies that we, as a subcontractor, are not to divulge their proprietary information. That is fine. The law and venue of the agreement are in Florida. Their home office is in New Jersey, our home office is in Texas and the jobsite is in Texas. That is the first point I am concerned with.

The second point I do not understand is the non compete verbiage used. It states that for a SIXTY month period - that seems VERY excessive - we shall not:
a) talk about their secret crap. Fine.
b) use their secret crap for benefit of anyone. Fine.
c) directly or indirectly solicit employment to any person who is their employee or independent contractor (How the heck am I suppose to know if two years from now someone worked for a sub of theirs and blah blah?? Give me a break)
d) not get others to stop doing business with them. Fine. That's fair.
e) engage in any business, acquire an interest in any business or server as an agent, rep, lender, investor, proprietor , member, shareholder, partner, director, officer, employee (Good Lord this list is killing me) or independent contractor of any business that competes with that company in their little specialized market. Furthermore, we shall get each of our employees to sign an attached Exhibit A that for 24 months they are under the same restrictions.

OK, what if I want to bid on another project involving their secret hush hush genre of construction and they do not win the bid, someone else does. Are my hands now tied because of this. I provide labor. It is not like I am in the semiconductor labs with them, looking chic in a facemask, shuffling around a clean room de-static-ing myself to avoid particulates. I provide manual labor for them. Am I out of turn for being a little "oh get bent" about this?

Also there is ZERO geographical requirements. Does this immediately make their arguments moot? Is this something that is a must have for enforceability in Texas? If so, then why not sign the thing and let their Florida lawyers learn the importance of going up against arrogant Texans and especially know it all subs like me.

:)
Give me your take. Valid points? Enforceability? Any room for my saying for them to calm down on their superfluous lists? Am I full of it?
Thank you!!!!
Submitted: 3 years ago.
Category: Business Law
Expert:  Law Pro replied 3 years ago.
Hi! My name is XXXXX XXXXX I'll be the attorney assisting you.

You do not have to execute the agreement AND can file suit if they mandate such AND/OR breach your existing contract in any way with them.

Moreover, you can't force your employees to execute such a document.

Enforceability of non-compete agreements?

They are enforceable if they are of limited duration (5 years is acceptable), of practical geographic radius in miles, and type of activity in which the business/employee promises to refrain from working after leaving the job.

Because they don't specify the geographic area - that noncompete is void for being vague.

I wouldn't sign it and sue them for breach of contract at this point.






Customer: replied 3 years ago.
Can I sign it knowing they are idiots and stay on this project? It is very profitable. Greed, ya know. Sorta takes precedence over common sense.

And as the Texas statute states: no geographical location - no good. I can bank on that?
Expert:  Law Pro replied 3 years ago.
I guess, yes. I just wouldn't sign such personally - especially after the fact. It's almost extortion - the obtaining of property from another induced by wrongful use of actual or threatened force, violence, or fear, or under color of official right.
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Customer: replied 3 years ago.
Touché.

:) Thank you!!!