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Thy. I went through a recruiting agency to find a good job…

Thy this is Charles...

Thy this is Charles. I went through a recruiting agency to find a good job as a contractor with a pharmaceutical company. Then they slapped me with a contract that forces me to work through them for any of their clients as well as several other conditions including having free use to my proprietary software etc. I did not sign so I couldn’t work for the client. They also lied to the client about signing their CDA and so the company sent me confidential information. They tried to get away from their agreement with the agency and work with me but it doesn’t seem they can.

Lawyer's Assistant: Was this discussed with a manager or HR? Or with a lawyer?

There was no HE yet since I did not work with the company

Lawyer's Assistant: Is the workplace "at will" or union? Is the job hourly or salaried?

I am an LLC consultant and so paid per hour. The client pays the agency. They take their cut and send me my pay

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

The client was trying last week to sever tge relationship with the agency but I don’t think they were successful m. I believe both the client and I should be able to work without the middle man because they tried to use illegal practices in this endeavor

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Customer reply replied 7 months ago
In the agreement I could only deal with the agency and the client could only deal with the agency but I couldn’t deal directly with the client and vice versus.
Answered in 9 minutes by:
11/14/2017
Marc Esq USA
Marc Esq USA, Lawyer
Category: Employment Law
Satisfied Customers: 371
Experience: Experienced employment law attorney knows the law and provides customized answers and solutions that you can use.
Verified

Hi Charles,

My name is*****'m a licensed attorney, experienced in contract and employment law, and I will be happy to assist you.

I can imagine how vexing this situation is for you. On the one hand, you have an eager prospective client and a great opportunity to do work for the pharmaceutical company. On the other hand, you have this greedy recruiting agency that is determined to interfere and get its cut.

First of all - feel free to attach a copy of any contract you signed with the agency here. It may help me to analyze the matter.

In the mean time, I'm going to share a few initial thoughts...so stand by...

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Customer reply replied 7 months ago
Is there an email I can send you the contract m?

You can attach it here. Or send to***@******.***

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Customer reply replied 7 months ago
Ok thanks. Just sent

Ultimately, you're in a situation which is not in your control. You and the pharma co seem to have agreed in principle to work directly with each other and avoid the agency. But it seems the pharma co is leery of potential legal ramifications. This is not surprising. They're concerned that they could get sued for breach of contract if they cut out the agency.

Now, whether the agency could prevail on such a breach of contract claim is less relevant than you might think. The fact is that, like most businesses, the pharma co here is probably very litigation averse. That is, even if they think the agency has no contractual right to bind them vis-à-vis their employment of you, they may simply decide it’s not worth the risk.

But the fact is that you’re right – you and the client should be able to blow off the agency if they were engaging in such shady dealings.

Stand by while I review your contract…

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Customer reply replied 7 months ago
Thanks Marc. I know the pharma Co were furious when they found out that I did not sign their CDA. The agency made them think I had done so while all along, the agency told me I had to sign their contract instead. The co then sent me confidential information thinking All was good. The agency was afraid I would use my proprietary software and perhaps lose a little business with their clients so they decided to own my software with irrevocable rights. In another contract they said I waved the right to a jury trial if we ever went to court. I also canny work for any of their clients except through them for a period of 3 years or so.
Customer reply replied 7 months ago
Asked me to get a $4 million insurance policy and add them to the insured list.

Wow - this is a pretty aggressive NDA. Ok - still reviewing. Thanks for the info.

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Customer reply replied 7 months ago
Thanks Marc.

Very briefly for now: You we're right not to sign, and since you didn't, you owe them nothing. As for any agreement between the agency and client, the client has a strong defense against any attempted enforcement of the agreement based on the fact that the agency breached first (by lying to client about you signing it and thus possibly causing irreparable harm).

I'll be back in a minute with more analysis on that front, but first I want to do a quick Lexis search to see how litigious BioBridges is. Stand by...

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Customer reply replied 7 months ago
Thanks Marc

Ultimately, you're in a situation which is not in your control. You and the pharma co seem to have agreed in principle to work directly with each other and avoid the agency. But it seems the pharma co is leery of potential legal ramifications. This is not surprising. They're concerned that they could get sued for breach of contract if they cut out the agency.

But the fact is that you’re right – you and the client should be able to blow off the agency if they were engaging in such shady dealings. What this comes down to is whether you and/or your prospective client would have any defenses to a breach of contract claim. As mentioned, there can be no liability on your part because you wisely declined to enter into any agreement with BioBridges. As for the client, they have a very strong defense based on BioBridge’s misrepresentation regarding the NDA.

In order for the agency to prevail on a breach of contract claim, the first thing they must establish is they themselves did not breach the contract with BioBridges. Here, they almost certainly committed a material breach of any agreement they have with BioBridges because they falsely told them that you had signed the NDA. That alone would suffice to defeat any claim they might have. But there’s more: BioBridge’s misrepresentation induced the client to send you confidential info! This could have resulted in irreparable harm to the client. Thus, BioBridges violated its contractual obligation to protect the client’s confidential information. Having done so, the client is no longer bound by the contract.

Now, whether the agency could prevail on such a breach of contract claim is less relevant than you might think. The fact is that, like most businesses, the pharma co here is probably very litigation averse. That is, even if they think the agency has no contractual right to bind them vis-à-vis their employment of you, they may simply decide it’s not worth the risk.

When discussing this with pharma co, you’ll probably be talking to a non-lawyer. But it will probably be a lawyer who calls the shots. So try to convey the above to whomever your contact is and make sure the message gets through that they owe BioBridges nothing (i.e., no contractual obligation) vis-à-vis you because they breached their agreement with the client.

Also add this: The good news is nothing came up in my search for BioBridges. I did a Lexis search which would have shown any litigation they were involved in. So this could be interpreted as a sign that they are not unduly aggressive when it comes to enforcing their agreements.

Stand by for conclusion…

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As for BioBridge’s NDA itself – I’m pretty familiar with such agreements, and I can say this one is practically asking you to sign over your first born. And for what? You would not even be performing work for BioBridges. I could understand an NDA like this coming from the client, but not from a mere middleman.

The insurance requirement is also strange. And $4 million! Absurd.

In sum, you seem to have a great potential client here, and they seem to feel they have a great potential contractor. The fact that BioBridges had some tangential role in you and the client connecting is not enough for them to enforce any rights – indeed, they have no rights vis-à-vis you and they have abrogated their rights vis-à-vis the client by lying to them, exposing them to harm and thus breaching the terms of any agreement they had. The trick on your part is to make sure the client understands that they can hire you without repercussions.

Please let me know if you have any questions. Meanwhile, I hope I've helped you to better understand the issues and options here. If so, please be sure to rate my answer, since that is the only way I can receive credit.

Good luck!

Marc

Marc Esq USA
Marc Esq USA, Lawyer
Category: Employment Law
Satisfied Customers: 371
Experience: Experienced employment law attorney knows the law and provides customized answers and solutions that you can use.
Verified
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