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MShore Law
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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Before I ask my question, I want to mention that Ill p

Customer Question

Before I ask my question, I want to mention that I'll probably have a couple follow up questions once I get an initial answer. Will I be able to do that, and just pay for one answer?

So here's my situation...

I'm a software developer, and a company that I may be doing some subcontracting work for, sent me an "Independent Contractor Agreement" to look over, and sign. Most of it looks good to me, but I'm wondering about the following clause:
Independent Contractor agrees, that during the term of this Agreement with the Company for a period of two (2) years following the termination of this Agreement for any reason, IC will not solicit or accept employment (direct or contract, individually or as a company) from any ODSI customers, or enable, assist, or otherwise facilitate anyone else in obtaining such employment.
I copied that directly from the contract, so the "and" that's apparently missing is actually the way the contract reads. I have a few questions about this, but first I'm wondering, is this even enforceable? As it's written, it seems very broad to me. The company is located in Missouri, and I'm in Michigan, and the contract does not specify which state laws would apply. Another specific question I have is, what would be the definition of "ODSI customer"? I emailed them with some questions, and they answered them in a way that makes the agreement seem reasonable. But I'm not sure they're interpretation matches the wording of the contract. I understand their need to protect their interests, and I generally trust them. I just don't want to sign something that could cause me trouble in the future.
Submitted: 6 years ago.
Category: Business Law
Expert:  MShore Law replied 6 years ago.
Thank you for the post, what state laws govern the contract?
Customer: replied 6 years ago.
I live in Michigan, and the company is located in Missouri. But the contract doesn't specify which state's laws apply.
Expert:  MShore Law replied 6 years ago.
ok, by virtue of being an IC the other party cannot restrict your business affiliations or opportunities post term of the contract, therefore this provision would be unenforceable unless they are offering you a retainer to dedicate your services to OSDI. An OSDI customer should be defined in the contract, because it is not the term is subject to interpretation against OSDI such that OSDI customer is a person or entity currently under contract with OSDI.