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  1. #1
    Join Date
    Mar 2018
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    Default Can a Non-Compete, Non-Solicitation Agreement be Indefinite in its Duration

    My question involves independent contractors in the state of: Pennsylvania

    The first sentence of the agreement reads:

    This Independent Contractor Agreement (ďAgreementĒ) is entered into [DATE], by and between [X, Inc] of [X Address] ("Company"), and [My Name] of ("Contractor")
    In the above snippet, yes there is no address or anything for me, it's just [My Name] of ("Contractor"). Does that make the agreement not valid from the get-go?

    ---

    Also, I understand I'm not signing an agreement under duress or anything like that, but are indefinite non-compete/non-solicitation clauses enforceable? I believe(?) the "Term" is indefinite in the following text? It looks like the third quote is me agreeing that it won't prevent me from earning a living. But I'm mainly asking from the aspect of it reads as though it's saying (and I'd be agreeing to) I can never work in the specific industry for an indefinite period of time after the independent contractor agreement is signed?

    Contractor agrees that during its duties with Company and indefinitely after its termination by either party ("Term"), Contractor shall not, whether directly or indirectly, solicit, communicate with or otherwise contact any of Company's customers for the purpose of conducting any business with them which is substantially similar to the business conducted by Company.
    Contractor agrees that it shall not, whether directly or indirectly, employ, solicit for duties, retain, solicit for retention, or advise or recommend to any other individual or entity that they hire, employ, retain, or solicit for duties or retention any person employed by Company or any person retained by Company as an independent contractor during the Term.
    Contractor warrants that the above restrictions will not prevent Contractor from earning a living, and that they are necessary to protect the trade secrets of Company, as Contractor's solicitation would necessarily involve Contractor's use of Company's trade secrets.
    Contractor further agrees that due to the nature of Company's business, any conduct in which Contractor engages that is in contravention of the terms of Paragraphs 5 and 6 above would actually be in direct conflict with the essential enterprise-related interests of Company. Contractor further agrees that any breach of the terms of Paragraphs 5 and 6 of this Duties Agreement by Contractor would actually constitute and result in material and substantial disruption of Company's operation.
    The whole agreement is pretty one-sided, so I'm not even sure if I'd want to sign my life away if it is indeed valid, but I'm trying to see if it's just paper for the toilet if I do sign or not.

  2. #2
    Join Date
    Oct 2014
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    7,088

    Default Re: Indefinite Nca/Nsa Clauses Legal

    Quote Quoting orion84
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    In the above snippet, yes there is no address or anything for me, it's just [My Name] of ("Contractor"). Does that make the agreement not valid from the get-go?

    No. There is no requirement that a contract include your address, phone number, e-mail or any other personal information other than your name or other information that identifies who the parties to the contract are.


    Quote Quoting orion84
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    But I'm mainly asking from the aspect of it reads as though it's saying (and I'd be agreeing to) I can never work in the specific industry for an indefinite period of time after the independent contractor agreement is signed?
    Take the entire agreement to an employment law attorney for an opinion of how enforceable it would be. No one can advise you on that without reading the whole thing and knowing the details of the industry and the job that you would be doing for the company. There is a risk if you sign it that you will be bound to at least some restrictions on solicitation, etc., after your employment ends. It is not the case that the agreement is necessarily either completely void or completely enforceable. It may be that a court would say that parts of it are enforceable and others are not, for example. You need to get with a lawyer who is very familiar with how Pennsylvania courts would view that agreement for advice.

  3. #3
    Join Date
    Mar 2013
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    Default Re: Can a Non-Compete, Non-Solicitation Agreement be Indefinite in its Duration

    Quote Quoting orion84
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    The whole agreement is pretty one-sided, so I'm not even sure if I'd want to sign my life away if it is indeed valid, but I'm trying to see if it's just paper for the toilet if I do sign or not.
    A court might reduce the "indefinite" to a year or two but that could still make you unemployable.

    I've been burned by non-compete's that were less restrictive than that.

    I would walk away from that job in a heartbeat.

    That whole thing doesn't smell right.

    Just what is it that you are expected to do for that company?

  4. #4
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    Mar 2018
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    2

    Default Re: Can a Non-Compete, Non-Solicitation Agreement be Indefinite in its Duration

    Quote Quoting adjusterjack
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    A court might reduce the "indefinite" to a year or two but that could still make you unemployable.

    I've been burned by non-compete's that were less restrictive than that.

    I would walk away from that job in a heartbeat.

    That whole thing doesn't smell right.

    Just what is it that you are expected to do for that company?
    Iím not concerned about a solicitation clause as thatís almost a given in any employment situation. I will say, are you supposed to keep records, that the agreement says not to keep, in order to recall 1, 2, 3 years down the road if your previous employer had business with someone?

    What my concern is, if I am indeed reading it correctly, it looks like itís basically saying I could never be involved in the service industry that the business is involved in?

    At the end of the day, I guess my curiosity is one of can a contract really stipulate that you cannot do the same work, in the same industry, for the rest of your life?

  5. #5
    Join Date
    Oct 2006
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    15,112

    Default Re: Can a Non-Compete, Non-Solicitation Agreement be Indefinite in its Duration

    Quote Quoting orion84
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    I’m not concerned about a solicitation clause as that’s almost a given in any employment situation. I will say, are you supposed to keep records, that the agreement says not to keep, in order to recall 1, 2, 3 years down the road if your previous employer had business with someone?

    What my concern is, if I am indeed reading it correctly, it looks like it’s basically saying I could never be involved in the service industry that the business is involved in?

    At the end of the day, I guess my curiosity is one of can a contract really stipulate that you cannot do the same work, in the same industry, for the rest of your life?
    A contract can stipulate that. However, there is very little chance that it would hold up in court. However, you would still have to deal with the stress and expense of a court case, and still be basically unemployable until or unless the court ruled in your favor.

    I wouldn't sign the contract therefore I wouldn't take the job.

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