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Loren, Lawyer
Category: Employment Law
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Experience:  More than 30 years in legal practice.
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I have a questions about this clause in a contract: "10. Non-Solicitation

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I have a questions about this clause in a contract:

"10. Non-Solicitation of Clients. The Parties acknowledge and agree that the Company's existing relationships with its clients and the relationships made or enhanced in the course of Employee's employment with the Company, were derived at considerable expense and belong exclusively to the Company. Employee agrees that for a period of two (2) years following the date of the cessation of his employment for any reason whatsoever, Employee shall not contact, solicit or attempt to solicit, on Employee's own behalf or on behalf of any other person or entity, any customer or client of the Company, or prospective customer or client of the Company, with whom Employee had contact in the two (2) years prior to the cessation of Employee's employment, with a view to offering or providing any service that is competitive with, or similar to, the Company Business. This restriction applies equally to contacting customers and prospective customers of any Affiliates."

Does this prohibit a terminated employee from talking to clients?
Thank you for using JustAnswer. I am JudgeLaw and I will do whatever I can to answer your question and provide you excellent service.

I am sorry to hear of your dilemma.   I realize how frustrating this is for you and I hope to provide you information which is accurate and useful, even though it may not be the news you were hoping to get.

Yes, the inclusion of the words "...cessation of his employment for any reason whatsoever,..." would include termination of employment by the employer.

It is possible, if the termination is deemed illegal, that the court would block enforcement, as a party in breach of an agreement is, generally, estopped from enforcing the agreement against the nonbreaching party.

I am sorry. I realize this is not the answer you were hoping for. As a professional, however, I am sometimes placed in the position of having to deliver news which is not favorable to a customer's position, but accurately reflects their position under the law. I hate it, but it happens and I ask that you not penalize me for having to deliver less than favorable news.

It is my privilege to assist you. Let me know if you need further information.  I hope I have helped you beyond your expectations in the service I have provided to you.  I am here for you.

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Thank you.

Customer: replied 4 years ago.

They actually quit. My questions is if in that paragraph it means they cannot talk to clients at all - or can they talk to clients just cannot solicit them for other business?

Thank you, XXXXX XXXXX following up with me.

It is not a no contact order. They can speak to them socially, so long as they do not contact them for the purpose of soliciting business. However, it is a blurry line and if the ex employee did do business with them, the court would, in all likelihood, find the professed social purpose was a pretext to circumvent the intent of the restriction.

Thank you.

Customer: replied 4 years ago.

So what you are saying is that in all likelihood, the court would find the professed social purpose was to actually gain/promote business with them. Therefore, would be in violation of the employment agreement?

Correct. If the ex employee ended up doing business with someone contacted on a social basis.
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Hello Mike,

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