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We run a marketing agency and we have buyers and sellers of…

Customer Question
We run a marketing agency...
We run a marketing agency and we have buyers and sellers of leads for different businesses.
We consider our sellers of leads and buyers of leads proprietary and confidential since other marketing agencies could poach our sellers and possibly prospect our buyers.
We are in the process of hiring an independent contractor to help us bring on more sellers and buyers to our company and we want to protect our assets since this individual will have a good amount our access to our asset information.
I'd like to know what contracts should be utilized so when we hire this contractor, we can ensure that legally he cannot review our proprietary information and then leave our company only to utilize the information he has learned.
Submitted: 2 years ago.Category: Business Law
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6/2/2015
Business Lawyer: Ely, Attorney replied 2 years ago
Ely
Ely, Attorney
Category: Business Law
Satisfied Customers: 103,549
Experience: Counselor at Law.
Verified
Hello and welcome to JustAnswer. Please note:
(A) This is general information and is not legal advice. No specific course of action is proposed herein. No attorney-client relationship or privilege is formed by speaking to an expert on this site. This is repeated in numerous disclaimers throughout the site. By continuing, you confirm that you understand and agree to these terms; and (B) there may be a slight delay between your follow ups and my reply while I am typing out my answer.
The standard for this is a non-disclosure agreement which asks the independent contractor NOT TO DISCLOSE the inner workings and sensitive data of the company. The non-disclosure is generally upheld if the requirements in it are deemed as reasonable for protection of the company's interest by the Court later on (if it is ever challenged).
Let me know if you need an example of such a contract.
I hope this helps and clarifies. Gentle Reminder: Use the SEND or REPLY button to keep chatting, or please rate when finished. You may always ask follow ups at no charge after rating. Kindly rate my answer as one of the top three faces/stars and then SUBMIT, as this is how I get credit for my time with you. Rating my answer the bottom two faces/stars or failing to submit the rating does not give me credit and reflects poorly on me, even if my answer is correct. I work very hard to formulate an informative and honest answer for you; please reciprocate my good faith.
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Customer reply replied 2 years ago

I would love an example please.

Thanks!

Business Lawyer: Ely, Attorney replied 2 years ago
Here is a very short sample:
Non-Disclosure Agreement
_____________________, and _____________________, agree to the following:
____, as a contractor hired by _____ for the following work: ____________________, agrees not to disclose any other entities in the field of _____, as well as genera public, be it himself or via any agent, any of the following:
(list of things not to be disclosed.)
The obligation of non-disclosure shall terminate when if any of the following occurs:
(a) The confidential information becomes known to the public without the fault of the party receiving disclosure, or;
(b) ____(company) discloses the confidential information itself;
(c) a period of __________ passes from the disclosure, or;
(d) the information loses its status as confidential through no fault of the party receiving disclosure.
Disclosure of said confidential information by [contractor] shall be deemed a violation of this agreement, allowing [company] to pursue legal relief.
(signatures and dates)

Gentle Reminder: Please, use the REPLY or SEND button to keep chatting, or rate positively and SUBMIT your rating when we are finished. You may always ask follow ups at no charge after rating.
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Customer reply replied 2 years ago

In addition to original question, would there be a form to be used where any business that the contractor brings to our business belongs to us even when the contractor decides to leave the company?

Thank you for your help.

Business Lawyer: Ely, Attorney replied 2 years ago
A,
would there be a form to be used where any business that the contractor brings to our business belongs to us even when the contractor decides to leave the company?
Not a form per se, but this can simply be a clause in the above, which can be renamed more of a general agreement.
Sample clause:
"Any clientele or client leads that CONTRACTOR brings to COMPANY during their time under contract shall belong to COMPANY, and at the time that the CONTRACTOR-COMPANY relationship terminates, CONTRACTOR agrees and is expressly forbidden from pursuing, soliciting, or transferring such clientele business away from the company for 2 years."
That is just an example.
Gentle Reminder: Please, use the REPLY or SEND button to keep chatting, or rate positively and SUBMIT your rating when we are finished. You may always ask follow ups at no charge after rating.
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Category: Business Law
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