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David Stewart
David Stewart, Lawyer
Category: Employment Law
Satisfied Customers: 128
Experience:  Highly experienced attorney in Employment Law
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We have Ind. Contractors as Coaches and I need to know how

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We have Ind. Contractors as Coaches and I need to know how the Non-Solicitation clause would read with regard to our clients/customers to protect us from them taking a customer/client for themselves. We pay them for the coaching a percentage of the total cost. I have searched and not sure what I should use as the clause.
JA: Have you documented this or discussed it with HR?
Customer: We are a small company and my son is a Life Coach and we have setup a new program which is having coaches who are Ind. Contractors that get paid a %age. The list is our list of clients/customers. We don't have an HR Dept. per se. I handle most of all of this.
JA: Is the employment agreement "at will," union, full time or part time?
Customer: I just want to be correct in the clause I use. This is what I have now:
JA: Anything else you want the lawyer to know before I connect you?
Customer: NON-SOLICITATION CLAUSE: During the term of your affiliation with COMPANY and for a period of twelve (12) months immediately following the termination of such affiliation, Coach agrees not to directly or indirectly, for yourself or on behalf of any other person or entity: contact, solicit or communicate with any client or customer of COMPANY (or its affiliates) unless part of a previously approved joint-venture arrangement or with the prior approval of COMPANY; or, solicit, divert, employ, engage or hire any team member of COMPANY. this has to apply to California Law. However, we have coaches in other states and two in Canada and one in Switzerland.

Hello: the clause you have written reads just fine and will accomplish what you are after without revision. There are a few things you will want to know about Non-Solicitation clauses. First, they are considered void in many states after the employment/contract has ended. These are viewed in part as a block to fair competition and are not regularly enforced. Most times companies will also include in their contracts confidentiality clauses as well. This protects trade secrets your company develops that you may not want a contracted person to leave and use the information to benefit a competitor. In general, however, you can have the clauses but they are going to be difficult and expensive to enforce if you want to pursue someone after they decide to leave. As to choice of law, it is fine to insert California and have that be the location for any disputes to be addressed. Here is a link with a good article that explains California's view of non-solicitation clauses.

I hope this helps! All the best, David

Customer: replied 10 days ago.
I also have included a Confidentiality clause.

That is great. It will give you some more protection for sure. The next step is to hire the contractors well and obviously make sure they all perform or move on to the next one. You seem very thoughtful and cautious and I am sure you will be a huge success. Thanks, David

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