Employment Law

Employment law questions? Ask an employment lawyer.

Ask a Lawyer,
Get an Answer ASAP!

An agreement I signed upon starting employment. Not sure if…

Customer Question
An agreement I signed upon...
An agreement I signed upon starting employment. Not sure if this maters but the company was acquired by another. Would like confirmation it still is valid? Then also would like to know if this clause would allow me to leave and start another company with any current coworkers (Section 2). Company would also not be a direct competitor. What are my risks?Actual name replaced with COMPANY. Only first part of contract.Whereas, Employee acknowledges and agrees that Employee will have, or has had and
will continue to have access to confidential, proprietary and trade secret information in
the course of his or her employment and continued employment with COMPANY, the
unauthorized use or disclosure of which would cause irreparable harm to COMPANY;
Whereas, COMPANY has expended and will continue to expend substantial time, money
and effort in developing customers and potential customers, in developing its customer
relationships, goodwill, its organizational and financial structure, characteristics,
products, services, design, culture, strategies, contracts, and methods of operation, and
other confidential, proprietary and trade secret information;
Whereas, Employee had a specified business relationship prior to joining COMPANY which
he or she wishes to protect and COMPANY acknowledges and agrees as set forth herein to
allow Employee to continue the business relationship in the event of his or her separation
from COMPANY;
Whereas, COMPANY and Employee wish to set forth the terms of their agreement in
writing;
Now, Therefore, in consideration of the foregoing and the mutual covenants contained
herein, as a condition of his or her employment and continued employment, and for other
good and valuable consideration, the receipt and sufficiency of which is specifically
acknowledged by the parties, COMPANY and Employee agree as follows:
1. Confidential Information. During his or her employment and at all times
thereafter, Employee will not directly or indirectly use or disclose any trade
secret, proprietary or confidential information of COMPANY or any parent,
subsidiary or related entity for the benefit of any person or entity other than
COMPANY without prior written approval of COMPANY’s CEO. For purposes of this
Agreement, in addition to all materials and information protected by the
applicable statute or law, the parties acknowledge that confidential information
will include any information, whether in print, on computer disc, tape, portable
storage devices or otherwise, which is not public information and which relates to
COMPANY or any parent, subsidiary or related entity, or to COMPANY’s or any parent,
subsidiary or related entity’s existing or reasonably foreseeable business,
including but not limited to information relating to research, development,
technology, processes, information relating to proprietary rights and data, knowhow,
trade secrets, design, design concepts, sales, information relating to business
or financial strategies and goals, marketing information, plans or proposals,
business or financial information, information regarding employees and employee
compensation and benefits, information relating to consultants, vendors,
subcontractors, suppliers, markets, fees, pricing or purchasing information, data
processing, information regarding the identity of customers and potential
customers, information regarding active and inactive accounts, and information
regarding strategic initiatives or direction, programs, techniques, and methods of
operation and procedures.
2. Nonsolicitation Obligations. As a condition to and in consideration of his or her
employment and continued employment, and the mutual covenants herein,
Employee agrees that, during his or her employment and for a period of twelve
(12) months following his or her voluntary or involuntary resignation or
termination for any reason, Employee will not, on his or her own behalf or on
behalf of any other person or entity:
a. Contact or solicit business from or attempt to do business with any
customers of COMPANY with whom/which Employee or any of his or her
supervisees had contact, either directly or indirectly, within the twelve
(12) months immediately preceding his or her resignation or termination;
b. Contact or solicit business from or attempt to do business with any
potential customers of COMPANY whom/which Employee or any of his or
her supervisees solicited or presented a proposal for business within the
twelve (12) months immediately preceding his or her resignation or
termination;
c. Hire or attempt to hire, or influence or solicit, or attempt to influence or
solicit, either directly or indirectly, any employee of COMPANY to leave or
terminate his or her employment with the Company, or to limit or
terminate his or her relationship with the Company, or to work for any
other person or entity.
Submitted: 1 month ago.Category: Employment Law
Show More
Show Less
Ask Your Own Employment Law Question
Answered in 25 minutes by:
3/21/2018
Employment Lawyer: Attorney Wendy, Lawyer replied 1 month ago
Attorney Wendy
Category: Employment Law
Satisfied Customers: 491
Experience: Member at Keefer & Keefer LLC
Verified

Hello. My name is ***** ***** I am an attorney. I am working on a response to your question and should have it to you shortly.

Ask Your Own Employment Law Question
Employment Lawyer: Attorney Wendy, Lawyer replied 1 month ago

So the answer to the first question is a little tricky. If the second company purchased the first, they should be bound by any and all agreements and contracts the first company entered into. So chances are that the the agreement is still valid. That said, it appears that any existing business or business relationships you had when you joined the company you could continue after leaving the company. The harder issue is taking employees of this company for your new company. Though you would not be a direct competitor - so it doesn't trigger any confidentiality or non-compete concerns - the non-solicitation provision would potentially prohibit your hiring any employees of the company for 12 months after you left. The reason is that this provision is protecting something different than the confidentiality provision and that is someone leaving and taking skills na talent away from your current employer. I would be hesitant to hire their employees as it does potentially legally injure them by taking their manpower, regardless if you are directly competing or not. If you are not competing with them and your new business would not use any confidential information you learned while employed by the company, that should be fine.

I hope this is helpful. If you need further assistance, please reply to this email. If I answered your question and provided excellent service, I would greatly appreciate your 5 star rating at this time.

Please note: This information is for educational purposes only and is not legal advice. No course of action is being proposed and no attorney-client relationship or privilege has been formed as a result of this conversation.

Ask Your Own Employment Law Question
Customer reply replied 1 month ago
I guess one part I may not have emphasised but wondered if the relationship with a new company everyone was owners. If myself and another current employee started this new company as owners does that change what is protected under contract?
Employment Lawyer: Attorney Wendy, Lawyer replied 1 month ago

It doesn't technically change it, but I have found if you are not going to compete with your current company you have two options: (1) just do it and hope they don't challenge it, which of course comes with some risk; or (2) let them know you are starting a company with another employee that will not compete and see if you can get their blessing. And, you are correct that as owners they would not be employees, but the non-solicitation is both to prohibit hiring and to prohibit trying to get them to leave the company at all. I am happy to answer any follow-up questions.

Ask Your Own Employment Law Question
Was this answer helpful?
Ask Attorney Wendy Your Own Question
Attorney Wendy
Attorney Wendy
Attorney Wendy, Lawyer
Category: Employment Law
Satisfied Customers: 491
491 Satisfied Customers
Experience: Member at Keefer & Keefer LLC

Attorney Wendy is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

I must thank you all for such a positive and knowledgeable Expert in your Employment Law category. She has provided much relief and answers for me in the midst of dealing with a case. I am totally pleased with her customer service and care.

MildredWashington, DC

Excellent direction from Socrateaser to help me preserve and pursue my rights as a proud American who has become unemployed in this messed-up economic downfall. Thank you

Happy CustomerDenver, CO

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

< Previous | Next >

Meet the Experts:

Tina

Tina

Lawyer

8,184 satisfied customers

JD, BBA, recognized by ABA for excellence.

Allen M., Esq.

Allen M., Esq.

Employment Lawyer

12,976 satisfied customers

Employment/Labor Law Litigation

Marsha411JD

Marsha411JD

Lawyer

12,406 satisfied customers

Licensed Attorney with 29 yrs. exp in Employment Law

Infolawyer

Infolawyer

Lawyer

12,335 satisfied customers

Licensed attorney helping employers and employees.

JB Umphrey

JB Umphrey

Lawyer

6,273 satisfied customers

Assisting employees and employers for over 14 years.

John

John

Employment Lawyer

3,991 satisfied customers

Exclusively practice labor and employment law.

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

3,007 satisfied customers

I provide employment and discrimination law advice in my own practice.

< Previous | Next >

Related Employment Law Questions
I was terminated. The language used in my termination was
I was terminated. The language used in my termination was "result of company reorganization". I had not received notice of any disciplinary issues. My job was posted as available within one business d… read more
ScottyMacEsq
ScottyMacEsq
Doctoral Degree
17,756 satisfied customers
I was recently terminated with no notice and would like to
Hi there! I was recently terminated with no notice and would like to find out what rights I have, if any I live in IL and did not have a contract, though I did have a letter of appointment. I strongly… read more
Allen M., Esq.
Allen M., Esq.
Employment Lawyer
Juris Doctor, Cum Laude
12,976 satisfied customers
I was terminated recently from a privately managed prison
I was terminated recently from a privately managed prison after 10+ years of employment. What I'm about to send shows accusations & allegations on merit only without any facts or findings.. ? I'm 50 y… read more
Legal Eagle
Legal Eagle
Attorney
Doctoral Degree
10,118 satisfied customers
I was in jail and terminated for job abandonment in the
i was in jail and terminated for job abandonment in the state of washington. can i still apply for unemployment? … read more
Allen M., Esq.
Allen M., Esq.
Employment Lawyer
Juris Doctor, Cum Laude
12,976 satisfied customers
How do I know if I was wrongfully terminated. There was a
there was a discussion with my manager and her boss and I would not sign a corrective action because I felt like it was not true and the next day I got a phone call from my bosses boss and HR with termination … read more
Allen M., Esq.
Allen M., Esq.
Employment Lawyer
Juris Doctor, Cum Laude
12,976 satisfied customers
Say you were terminated at work for harrasment and creating
Say you were terminated at work for sexual harrasment and creating a hostile work environment. However during the investigation process you were not allowed to confront your accusers and they brought … read more
Marsha411JD
Marsha411JD
Lawyer
Doctoral Degree
12,406 satisfied customers
I believe I was wrongfully terminated. I was hired as a
I believe I was wrongfully terminated. I was hired as a production manager approx 2 months ago. but also put in a awkward situation. My new boss wanted me to fire an employee that I later found out ha… read more
LegalPro54
LegalPro54
Doctoral Degree
1,258 satisfied customers
If you are an at-will Employee, who have been terminated for
If you are an at-will Employee, who have been terminated for a miscommunication in an email that was deemed as derogatory by a Disciplinary Board, should this former employee appeal. If so, how likely… read more
Legal Eagle
Legal Eagle
Attorney
Doctoral Degree
10,118 satisfied customers
I was terminated this morning from a Part-Time Business
I was terminated this morning from a Part-Time Business Manager position and believe it was due to my age. How do I determine if this improper age discrimination or not? … read more
ScottyMacEsq
ScottyMacEsq
Doctoral Degree
17,756 satisfied customers
Termination of employment agreement and liquidated damage.
Termination of employment agreement and liquidated damage … read more
P. Simmons
P. Simmons
Attorney
Doctoral Degree
36,174 satisfied customers
I was just terminated for not showing a positive enough
I was just terminated for not showing a positive enough attitude and he not liking my face when I walk down the hall. Meaning that he felt that I didn't smile enough. Would these be considered wrongfu… read more
Allen M., Esq.
Allen M., Esq.
Employment Lawyer
Juris Doctor, Cum Laude
12,976 satisfied customers
Help with terminating an employee with a medical issue. With
Help with terminating an employee with a medical issue … read more
Ray
Ray
Lawyer
Doctoral Degree
32,095 satisfied customers
I was wrongfully terminated and I need to talk to a lawyer
I was wrongfully terminated and I need to talk to a lawyer in Jacksonville florida … read more
RobertJDFL
RobertJDFL
Attorney
Juris Doctorate
5 satisfied customers
Is it Leah all to terminate an employee because they are
Is it Leah all to terminate an employee because they are switching from short term to long term disability without any other cause? … read more
Infolawyer
Infolawyer
Lawyer
Doctoral Degree
12,335 satisfied customers
What are the legal requirements for terminating an employee
What are the legal requirements for terminating an employee for information on a Summons that is 8 years old and the case is dimissed or one for a felony 1 charge that has not been heard in court. The… read more
Allen M., Esq.
Allen M., Esq.
Employment Lawyer
Juris Doctor, Cum Laude
12,976 satisfied customers
Union negotiated a willful termination as a voluntary
Union negotiated a willful termination as a voluntary termination when I specifically told them not to do this. Is this legal? Does this imply that they are also retracting their false statements to t… read more
Infolawyer
Infolawyer
Lawyer
Doctoral Degree
12,335 satisfied customers
Can a pharmacist be terminated for obtaining a patients
Can a pharmacist be terminated for obtaining a patients street address using their system and posting just the street name on your own facebook, not mentioning the patients name? … read more
Allen M., Esq.
Allen M., Esq.
Employment Lawyer
Juris Doctor, Cum Laude
12,976 satisfied customers
Employer terminates for policy not trained on and is
Employer terminates for policy not trained on and is specific to apply to on hospital grounds, further hospital doesn't cite violation until 3 weeks following a FMLA leave request. … read more
ScottyMacEsq
ScottyMacEsq
Doctoral Degree
17,756 satisfied customers

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

Show MoreShow Less

Ask Your Question

x