Q: How restrictive is non-solicitation contract language as a marketing professional moving from full-time to independent?
I am leaving my company as a marketing manager after 6 years for personal reasons, but will continue on an independent contractor under my newly formed LLC for the next 6 months. The contract I'm reviewing has non-solicitation language that I want to make sure does not tie my hands beyond the six month term. It's as follows: Non-Solicit.
"(a) During the term of this Agreement and for a period of one (1) year thereafter, Contractor will not directly or indirectly:
(ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of <COMPANY> which were contacted, solicited or served by Contractor while providing Services, including, without limitation, the third party entity for which the Services were performed."
Does this language prohibit me from providing independent contractor services for other companies in the same industry as the Company?
A: Employees cannot violate the Intellectual Property rights of the company, including using any company client lists in their own professional pursuits. As for limitations on the non-compete clause, that depends on the facts, e.g., when it was signed, consideration received in exchange, time/ geography limits, and other factors. See: https://www.mass.gov/info-details/massachusetts-law-about-noncompetition-agreements. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney such as myself. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on my law practice website, www.AliEsq.com. I practice law in CA, NY, MA, WA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce & Child Custody, and Education Law. This answer does not constitute legal advice; make any predictions, guarantees, or warranties; or create any Attorney-Client relationship.
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