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 LawTalk Your Own Question
LawTalk
LawTalk, Attorney
Category: California Employment Law
Satisfied Customers: 1249
Experience:  I have 30 years of experience in the practice of law, including employment law and discrimination law.
15277592
Type Your California Employment Law Question Here...
LawTalk is online now
A new question is answered every 9 seconds

My question is regarding joining the client company as a

Customer Question

Hi,My question is regarding joining the client company as a full time employee that I am currently working for.I started working for a software consulting company A almost more than 5 year back as a software professional.
The company A is based out of Settle, WA area.
I worked for some client in Seattle area and then joined another client B in San Fransisco Bay area.
I have been working with the current client B for the past 18 months.Contract with between A and B allows B to hire me if i have worked for B more than 6 months, which is true in this case.Now when I joined my employer A, i signed the offer letter that I think stops me from joining client B.
Following is the Covenant that i am concerned about.COVENANT NOT TO WORK FOR CLIENTS, CONTRACTORS OR END USERS:EMPLOYEE absolutely and unconditionally represents and agrees that during the term of EMPLOYEE's engagement, and for a period of eighteen (18) months after the EMPLOYEE's engagement with EMPLOYER is terminated for any reason whatsoever, whether voluntary or involuntary, he will not:(A) Directly or indirectly, regardless of whether Clients shall contact EMPLOYEE or vice versa, individually or as an employee, partner, officer, director, stockholder, or in any other capacity whatsoever of any firm, partnership, corporation, or entity, transact, carry on, solicit, perform, accept employment from, divert to, receive, sell to, engage in or conduct any business dealings with existing Clients;(B) Directly or indirectly, regardless of whether End User shall contact employer or vice versa, individually or as an employee, partner, officer, director, stockholder, or in any other capacity whatsoever of any firm, partnership, corporation, or entity, transact, carry on, solicit, perform, accept employment from, divert to, receive, sell to, engage in or conduct any business dealings with existing End Users. An End-User is any business or company where EMPLOYEE is placed or works while on the payroll of EMPLOYER regardless of whether EMPLOYEE was placed with the business directly by EMPLOYER or indirectlythroughanintermediarycompany. AnEndUserdirectlyutilizescompanyemployeeservicesandisusuallywherean employee is physically located.(C) Directly or indirectly, regardless of whether Contractor shall contact EMPLOYEE or vice versa, individually or as an employee, partner, officer, director, stockholder, or in any other capacity whatsoever of any firm, partnership, corporation, or entity, transact, carry on, solicit, perform, accept employment from, divert to, receive, sell to, engage in or conduct any business dealings with any intermediary company involved in the placement of EMPLOYEE in his/her employment with the End User. This includes any contractor or Client’s client who participates in, profits from, or is in any way involved in the ultimate placement of EMPLOYEE in IT industry.I will share more details for the offer letter that i signed.Do you think that my employer A can create problem for me if i join B.Thanks
Anonymous
Submitted: 4 months ago.
Category: California Employment Law
Customer: replied 4 months ago.
3. EffectiveDate: ThisAgreementbecomeseffectiveuponanduponthecommencementofyouremploymentatthejobsitewithinthe United States of America.
4. NON-SOLICITATION OF EMPLOYEES: EMPLOYEE agrees that, during the term of this Agreement and for eighteen (18) months thereafter, EMPLOYEE shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee, independent contractor, or agent of the Company to leave the Company for any reason whatsoever, or assist or participate in the hiring of any employee of the Company to work for another entity.
5. CONFIDENTIALITY AND NON-DISCLOSURE: It is understood that in the course of the EMPLOYEE's employment with ADROIT, the EMPLOYEE will become acquainted with ADROIT confidential information. In order to obtain any benefit from EMPLOYEE's service, it is absolutely essential that EMPLOYEE be furnished and provided with the information relative to ADROIT marketing program and concepts, Client lists, pricing information, Client contracts, and all data and techniques concerning a ADROIT Client's system design and file formats or contents and other information that are made available by a client of or that become available to EMPLOYEE, all which is referred to herein as "confidential information". The EMPLOYEE recognizes that ADROIT confidential information has been developed by ADROIT at great expense, is proprietary to ADROIT, and is and shall remain the exclusive property of ADROIT. The EMPLOYEE agrees that EMPLOYEE will not, without the express, written consent of ADROIT during the term of employment and for three (3) years after termination, disclose, reveal, copy, make any use of, or remove from ADROIT' premises ADROIT confidential information except as may be required in the course of the EMPLOYEE's employment.
6. REMEDIES FOR VIOLATION OF COVENANT NOT TO COMPETE AND/OR CONFIDENTIALITY PROVISIONS:
(A) Injunction:
The parties recognize that irreparable injury will result to EMPLOYER, its business, and its property in the event of a breach of this Agreement by the EMPLOYEE. It is agreed that in the event of any breach, or threatened breach, EMPLOYER shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by the EMPLOYEE, the EMPLOYEE's partners, agents, servants, and employees, and any other persons acting for or with the EMPLOYEE. In addition to all other rights or remedies to which EMPLOYER is entitled which would include its right to seek reimbursement for any money damages sustained by it, EMPLOYEE acknowledges that EMPLOYER is properly entitled to obtain an injunction by which it may permanently enjoin and prevent EMPLOYEE from threatening to or engaging directly or indirectly, in any activities prohibited by any portion of this restrictive covenant and non-disclosure provision.
(B) Damages Resulting From Violation Of Covenant Not To Compete:
In the event of a breach of this Agreement by the EMPLOYEE, the EMPLOYEE shall pay to EMPLOYER a sum equal to two (2) times of the net income recorded by EMPLOYER during the twelve month period preceding such breach attributable to those EMPLOYER Clients or End Users or other employer services lost by EMPLOYER as a result of the breach of this Agreement. Net income shall be gross revenue earned less wages and benefits that would have been incurred. If EMPLOYER services provided to the Client or End User is less than one (1) year, EMPLOYEE shall pay to EMPLOYER a sum equal to two (2) times of the projected or reasonably estimated net income that EMPLOYER would have received or expected to record over a one (1) year period. Such sums payable pursuant to this subparagraph shall be paid within fifteen (15) days of the breach by the EMPLOYEE of this Agreement. The EMPLOYEE and EMPLOYER agree that the sums payable pursuant to this subparagraph shall constitute liquidated damages, are a reasonable forecast of EMPLOYER's damages, and are not a penalty.
7. TERMS OF EMPLOYMENT - "AT WILL": Employment shall be terminable at will by either ADROIT or EMPLOYEE with or
without cause.
8. REMEDIES FOR FAILURE TO GIVE NOTICE BY EMPLOYEE: The parties agree that ADROIT will likely be assigned to client projects in which ADROIT will not be able to replace EMPLOYEE without significant difficulty and costs due to the complex and often unique nature of custom programming and related services to be performed by EMPLOYEE. The parties further agree that ADROIT may be irreparably harmed in the event EMPLOYEE terminates employment with ADROIT. For example, EMPLOYEE may be the only employee of ADROIT with specific knowledge of the programming code and status of a particular project. The parties estimate that two (2) weeks should be sufficient time to hire a new employee, if necessary, and to transition a project to a new employee without significant damage or disruption to theclient. Therefore,theparties,despiteagoodfaithefforttonego
Expert:  Maverick replied 4 months ago.

Welcome to Just Answer! My name is Maverick. (Here) is my profile. Please give me a few minutes to review, analyze and/or research your inquiry and I will be back. Thank you for your patience.

Expert:  Maverick replied 4 months ago.

I will opt out and let another expert who has more experience in this area try to assist you. Your deposit is still in tact. You need not do anything on your end.

Related California Employment Law Questions