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  1. #1
    Join Date
    May 2018
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    5

    Question Conflict of Interest, Non-Solicitation Issues if a Vendor Hires a Client's Employee

    State: NY.

    Lets assume an employee (Shawn) has an existing relationship with Cool A/C. Cool A/C is a vendor of A/C solutions (hardware, maintenance, servicing) to large chain stores. Shawn introduces Cool A/C to Barts Grocery Store. Barts Grocery Store utilizes Cool A/C for their A/C solutions in all stores, everything goes great for years. Later, Barts Grocery Store hires Shawn in a senior level position. Among other things, the position involves overseeing and working with Cool A/C.

    The employment contract includes standard non compete, confidentiality clauses, and a clause about "suppliers" that indicates the employee will not interfere with, cause to terminate or change the relationship.

    A few years after being hired, Cool A/C makes an offer of employment to Shawn. Shawn accepts, provides proper notice to Barts Grocery. Nothing will change with the relationship between Cool A/C and Barts Grocery by Shawn moving.

    Is there an issue here with conflict of interest and/or non-solicitation? Is this even conceivably enforceable?

  2. #2
    Join Date
    Oct 2016
    Posts
    4,301

    Default Re: Non Solicit/Compete/Nda

    That would depend on what was written in the "standard" agreements.

  3. #3
    Join Date
    Jan 2006
    Posts
    38,867

    Default Re: Non Solicit/Compete/Nda

    Is this a real scenario? If so, provide actual details of what has actually transpired

    The employment contract includes standard non compete, confidentiality clauses, and a clause about "suppliers" that indicates the employee will not
    interfere with, cause to terminate or change the relationship.
    standard has no meaning as there is no standard such contracts. What precisely is included in the contract will be of concern.

  4. #4
    Join Date
    May 2018
    Posts
    5

    Default Re: Non Solicit/Compete/Nda

    Yes. These details are almost exactly what happened with personal and company names changed. I included the only bit about suppliers in the original description. What other information would you guys like me to provide?

    Here is more detail on the clauses. Does this help?

    I acknowledge and agree that while employed by Company and for a two (2) year period following termination of my employment with Company for any reason, I shall not, directly or indirectly, accept employment with or render services to: any Person, including any customer of Company, which is engaged in the Business of Company; or otherwise participate in any business whether as a shareholder, partner, joint venturer, sole proprietor, director, trustee, officer, employee, agent, consultant, independent contractor, or otherwise which is engaged in the Business of Company. I further agree that the Business of Company is the training of individuals in the use of computers and computer software, whether directly through the actual offering and conducting of such training or indirectly through the franchising and training of other Persons which offer or conduct such training, together with any method, training aids, computer software, or other technology relating to such training now or hereafter utilized or developed.

    I acknowledge and agree that while employed by Company and for a two (2) year period following termination of my employment with Company for any reason, I shall not, directly or indirectly, accept employment with or render services to: any company that produces a virtually identical good or service that is offered for sale within the same market as those produced by one or more other companies. In addition to watching their relative pricing for similar products, a business operator will keep track of any significant technological innovations at any direct competitor that might put them at a competitive disadvantage.

    While employed by Company and thereafter, I shall not directly or indirectly, individually or on behalf of any Person, solicit or induce any customer, supplier, or other Person having a contractual
    or business relationship with Company to terminate or otherwise alter such relationship, or in any other manner interfere with such relationship, or interfere with any prospective business relationship or advantage which the Company has with any Person.

  5. #5
    Join Date
    Oct 2016
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    4,301

    Default Re: Non Solicit/Compete/Nda

    Where do you think there would be an issue because I don't see it unless you do something within 2 years of leaving Barts to alter the relationship between Cool AC and Barts.

  6. #6
    Join Date
    May 2018
    Posts
    5

    Default Re: Non Solicit/Compete/Nda

    Quote Quoting PayrolGuy
    View Post
    Where do you think there would be an issue because I don't see it unless you do something within 2 years of leaving Barts to alter the relationship between Cool AC and Barts.
    I dont see an issue. Barts might. Thank you for your opinion.

  7. #7
    Join Date
    May 2018
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    5

    Default Re: Non Solicit/Compete/Nda

    Just wanted to see if anyone else had an opinion on this?

  8. #8
    Join Date
    Feb 2008
    Posts
    1,179

    Default Re: Non Solicit/Compete/Nda

    my opinion is that you should take any agreements that you have copies of to a local employment attorney for review. These are going to be state specific and even then agreement and detail specific.

  9. #9
    Join Date
    Oct 2006
    Posts
    16,474

    Default Re: Non Solicit/Compete/Nda

    Quote Quoting ions9
    View Post
    Just wanted to see if anyone else had an opinion on this?
    It sounds to me like its all about Shawn going to work for a competitor. Cool A/C isn't remotely a competitor. However, it probably would be a good idea to run this by a local attorney.

  10. #10
    Join Date
    May 2018
    Posts
    5

    Default Re: Non Solicit/Compete/Nda

    I've had an attorney clear this just recently. Was just covering some bases. These restrictive agreements are ridiculous honestly.

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