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Thank you for your quick response.
Section 5 - Miscellaneous - has a sentence that states "The validity and construction of this Agreement and all of its provisions shall be determined and interpreted under the laws of the State of Deleware."
There was no specific consideration provided at the time of employment as well as when my position was eliminated other than 2 weeks of severance.
Please let me know if you have any additional questions.
Thank you again for your help,
I have tried to send you a copy of the Non-Compete via this interface and it is not working. Is there another way that I can forward you a copy for review?
I would gladly reach out to my previous employer requesting a release, but I am not sure they would grant it. Do you have any suggestions on how to request this, or what to say? Is it possible to request it be further defined by including only current clients that I worked with within a specified territory vs. all clients and prospects across the US?
Any suggestions would be greatly appreciated.
I was basically a National Account Sales Rep with approximately 35 to 40 accounts. Those accounts were geographically dispersed across North America. We were basically a Manufactures Rep that resold software on behalf of Autodesk and then bundled our own services with that software. There are several hundred other ReSellerers out there in the market place. I do not have any customer lists as that was all kept in our corporate CRM System, Salesforce.com. There is no other trade secrets other than Ex-Employer Custom software, but as a sales person I had no personal interaction with the source code or the application that I could share with any competitor.
I hope this helps and please let me know if you need any further clarification.
Thank you for the information. I will reach out to my ex-employer and see what their response is before I rate and finish this exchange. Thank you again for your advice and I will be in contact with their response.
I reached out to my former employer and they refuse to change any of the language in the agreement so I asked for clarification as to what they consider competition. Do they mean all possible prospects in the US or only those within the 150 mile that are current customers. If they say the total US that seems overly restrictive and almost like forced unemployment in the industry. What are your thoughts on that?
The additional feedback I received from my ex-employer is as follows:
If you don’t call IMAGINiT customers, you will not be in violation of any non-solicitation clauses. Our IMAGINiT customers are most important for us.
You can share your signed agreement with your future employers, and they can read for themselves what it consists of. You don’t need any further clarification from me. It should be pretty clear to them.
The 150 mile radius is for the non-compete.
The customers are everywhere. Those don’t have mile limitations. IMAGINiT customers. And IMAGINiT IP as well.
Based on the language of my non-compete I am requesting that she provide me a list of the Avatech offices that were in place on August 12, 2010 when I signed my agreement prior to any merger that took place. In my mind, that should be the defined territory of no competition, which is 12 to 15 offices vs. 50. And then from there, I requested she let me know if it is all firms within that radius, or only those where there has been contact made, those that are current customers, or those that have named Imaginit their Reseller of Record. I am trying to get her to admit in writing they are attempting to limit my geographical territory by more than 1/2 the country, which would seem to violate Nebraska law. I will provide you with more feedback once I get a response.
Please let me now if you have had any additional thoughts or suggestions.
Have a great day!
I did not... I signed the agreement on August 12, 2010 and the Merger was announced on August 16, 2010.
Also, she is no longer responding to any of my emails...
How does one go about getting a Declaratory Judgement and about how much would it cost from a Fee perspective?
Here is the response that she gave me...
The non-compete agreement you signed is still in effect today, so the Avatech offices request in 2010 is not meaningful and we will not provide a listing of offices. You can see our current offices on our website.
I think your attorney can read and interpret the meaning of the agreement you signed. More clarification from me on these points is not necessary.
The question I have is that since the agreement specifically states "Avatech" offices and that I did not know the merger was going to take place, does the agreement morph to cover all of the Imaginit offices as well or does it cover just the Avatech offices that were in place the day I signed the agreement. Also, since it is a non-compete for every office, does that mean that I cannot call on any accounts in that radius, or just the current Imaginit customers? I think once I have a clearer understanding of that, I can communicate that it my potential employer and see if they are still willing to hire me. Let me know if you would like me to email you a copy of the agreement. Thanks again!
I wanted to follow up with you to see if you received a copy of my non-compete? If so, in your opinion, do you believe that it carries over from Avatech to Imaginit as far as the offices are concerned from a competition perspective?
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