I am in New Jersey:

I need help to understand the Prohibition on Solicitation clause in my "Employment Agreement".

I am an employee of a consulting company ABC. ABC has a contract with XYZ vendor. XYZ has contract with PQR. I am working as a consultant in PQR company through XYZ. ABC does not have any contract with PQR. Now PQR wants to hire me as a full time employee.

Is PQR is a client to ABC though it does not have a contract with PQR?

Am I providing service to XYZ or PQR?

My employer saying verbally that this clause does not prohibit me to join PQR as an employee as PQR is not a client for ABC or ABC does not have any contract with PQR. They are also saying that I am providing service to XYZ not PQR. Is that true?

Does this Prohibition on Solicitation impose any barrier of my employment with PQR?


A. Prohibition on Solicitation: Employee agrees that during Employee’s employment with ABC for a period of 1 Year following the termination of Employee’s employment with ABC, whether the termination is voluntary or involuntary, Employee shall not, directly or indirectly, on Employee’s own behalf or on behalf of any other person or entity:
Solicit, undertake, or engage in the provision of Employee’s services to, or accept employment or assignment with, any ABC Client or Vendors with whom Employee had substantial business contacts through ABC during the one year period preceding Employee’s termination, or for whom Employee provided services through ABC at any time during the one year period preceding Employee’s termination, unless Employee first notifies ABC in writing of Employee’s intent, and ABC consents in writing to such activity; or
Solicit, hire, attempt to hire, contract, or attempt to contract with any employee of ABC or otherwise encourage any employee of ABC to terminate his/her relationship with ABC; or
Solicit, refer, negotiate the provision of, or otherwise encourage, a third party’s services to any ABC Client with whom Employee had substantial business contacts through ABC during the one year period preceding Employee’s termination, or for whom Employee provided services through ABC at any time during the one year period preceding Employee’s termination, unless Employee first notifies ABC in writing of intent, and ABC consents in writing to such activity.
For purposes of this Agreement, “substantial business contacts” shall include interviews with a ABC Client or the preparation of proposals to a ABC Client or prospective client.
You shall not any time during the term of your employment with the company or thereafter, under any circumstances, directly or indirectly solicit the company’s and/or any of its subsidiaries and/or affiliates personnel to leave the employment of the company and/or any of its subsidiaries and/or affiliates or apply for employment with any third party or encourage such personnel of the company to take any action or inaction that may adversely impact the performance by the company of its obligations under this letter and/or any other contract adversely impact the ability of the company to carry out its normal business activities. You further agree that you shall not engage in soliciting business or allied business that is in any way similar, identical or competitive with the business, activities, services of the company, or with those customers of the company with whom you had any contact, during your employment with the company and for a period of one year after you employment ceases with the company.
In the event of a violation of this section, ABC shall be entitled to injunctive and other equitable relief enforcing ABC rights, without limitation of any other remedies available at law.

Please let me know.

Thanks