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Debra, Lawyer
Category: Canada Law
Satisfied Customers: 100484
Experience:  Lawyer
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I use to work at a software company that sells software

Customer Question

I use to work at a software company that sells software through a subscription basis (SAAS model). I started working there June 2013 and was terminated without cause March 2015. However, I signed an exit package.
I have a business idea, but before I proceed with it, I want to make sure I don’t get into any legal trouble.
Here is my business idea: Vendor Management
- I want to reach out to some of the customers
- But only the ones that the company public says uses their software. For example, on their website it will show Logos of companies that run their software
- I will contact the customer through normal business channels, e-mail, call, LinkedIn, until I find the correct person
- I will tell them I use to work at the software company, but now I no longer work there.
- I will tell them I believe I can help them save money on their annual subscription fee because I know often the calculation can be wrong (Does this break any laws because I know this knowledge)
- If they agree, I will sign an NDA with them.
- To avoid any legal issues, I will get the customer to request all their contracts with the software company so I can review it.
- Then I will work out the calculation to see if there are any errors.
- Then get the customer to dispute, and hopefully they save money.
- My fee would be 15% of any saving in the first year and any refunds.
- The customer’s incentive is, they will save money now and down the road because it is on-going.
My question is, can I be sued?
I’m trying to be careful here by:
A – Using only public information
B – Asking the customer to gather the information
C – Using only information provided by the client
No inside knowledge, besides the fact I know they make lots of calculation errors
Thank you,
Daniel Kwan, CPA, CA ***@******.***
Submitted: 1 year ago.
Category: Canada Law
Expert:  Debra replied 1 year ago.

Did you sign a non-competition agreement?

Customer: replied 1 year ago.
I did sign a non compete, and non solicitation. They were both for 6 months. I has 10 month since I've left my role there.
Expert:  Debra replied 1 year ago.

Essentially, the law is that you are permitted to compete fairly. Now that your noncompetition agreement has expired there are still a few issues that you need to be careful about.

Mainly, you still cannot compete unfairly and so you cannot solicit your former employer's clients. Most importantly, you can never use confidential information that you obtained during the course of your employment. That would include contactless for example.

At the end of the day, if you somehow ended up in court with your former employer the court would balance your former employer's right to have you not interfere with the success of their business against your right to earn a living.

Does that help?

Customer: replied 1 year ago.
What if the former employer post their clients up their website?
And I contact only those customers through normal business means such as cold call or LinkedIn?
Expert:  Debra replied 1 year ago.

It may be OK if this information is available to the public. However, a court could still say you are soliciting their clients because you are really.

Customer: replied 1 year ago.
Is it considered soliciting if I don't want their business? I'm not asking them to change to me. I'm only providing a service to them so they can save some expenses.For example, say you pay $100, 000 a year for a service, but I approach you and say I can help you save some expenses by reperforming the calculations to see if the 100,000 was calculated correctly.Is that consider soliciting? And this is after my soliciting and non compete clause.
Expert:  Debra replied 1 year ago.

Yes I know it is after the agreement expired. But even without an agreement you cannot solicit your former employer's clients.

If you are going to be trying to take business away from your employer that is soliciting their clients.

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