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Non-Disclosure and Non-Compete Agreement

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  • 03-13-2006, 12:12 PM
    neldac
    Non-Disclosure and Non-Compete Agreement
    I am an independent female minority small business contractor who signed a Non-Disclosure/Non-Compete agreement approximately one year ago in 2005 with an advertising agency. The original contract I had written stated my work was from April through June of 2005, but the client kept me on through March 2006. We did not prepare a new written contract for the extension as the services provided were different from the original agreement.

    As I read the ND/NC agreement there is a paragraph that states "In the event that the provisions of this Section 2 should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable laws, the vendor (that's me) and the Company agree that such provisions shall be and are reformed to the maximum time, geographic or occupational limitations permitted by the applicable laws."

    My questions are, based on Texas law, what is the "maximum time" limit of a non-disclosure/non-compete agreement? Did my ND/NC agreement end June 2005 or March 2006? If the latter is the cas, is there a 6 month to one year Non-Compete imposed on me after March 2006? Thank you for your help.
  • 03-13-2006, 05:10 PM
    Mr. Knowitall
    Interpreting an agreement
    If you want an interpretation of the language of your agreement, you're going to have to post the language or otherwise have it reviewed in person by a lawyer.
  • 03-14-2006, 06:52 AM
    mlane58
    neldac

    Texas law provides that a covenant not to compete is enforceable only if it:

    is ancillary to or part of an otherwise enforceable agreement

    contains reasonable limitations as to time, geographical area, and scope of activity

    most courts have ruled that the public policy is to promote competition, not limit it, and that before an agreement limiting competition will be enforced, the employer must show how non-enforcement would harm it and that enforcement would not place an unreasonable burden on a person's right to practice a profession or trade or otherwise make a living. The more specialized the knowledge for the position is, the easier it is to show a need to limit competition in some way. The more general the knowledge is, the more difficult it will be to show that the business needs protection from competition (this is also known as the "common calling doctrine").
  • 03-14-2006, 11:44 AM
    neldac
    Non-Disclosure/Non-Compete
    Well, here's something I forgot to include: The agency I signed my ND/NC with lost the account - they no longer have a contract with this government entity after March 2006.

    So I was wondering, since the agency no longer has the contract with the government entity after March 2006, does that mean my ND/NC with this agency is no longer valid. No where in this ND/NC does it provide a defined expiration time for when the ND/NC ends/expires(i.e. a year, six months). It only states "Maximum Time Limit". What does that mean in regards to Texas law on contracts such as these?

    And since the contract with the agency that had the account ends this month, does that mean I don't have to worry about contacting the new agency that now has the contract?
  • 03-14-2006, 11:46 AM
    neldac
    Non-Disclosure/Non-Compete
    The ND/NC document is 3 pages long. I'd rather fax it.
  • 03-15-2006, 04:32 AM
    mlane58
    As Mr. Knowitall stated you need to take it to an attorney for review.
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