NDA Independent Contractor Question

[serlak]

Hello,

I've been working as a subcontractor for a company, where I've signed an NDA agreement. Not that long ago my employer decided to terminate this agreement and his competitor approached me with a job offer. However, I have this terminology in the NDA that I've signed:

"Non Circumvent: Notwithstanding anything to the contrary in this Agreement, Recipient agrees that, for a period of two (2) years after execution of this Agreement, Recipient will not, either
directly or indirectly, participate (including but not limited to financing or providing material therefor) in the development, production or creation of any business plan, project or endeavor that generally relates to or may be a direct or indirect benefit of the Business."

Does this mean that I can't work for my previous employer competitor doing the same job?

Thanks a lot!

 

[LdiJ]

Hello,

I've been working as a subcontractor for a company, where I've signed an NDA agreement. Not that long ago my employer decided to terminate this agreement and his competitor approached me with a job offer. However, I have this terminology in the NDA that I've signed:

"Non Circumvent: Notwithstanding anything to the contrary in this Agreement, Recipient agrees that, for a period of two (2) years after execution of this Agreement, Recipient will not, either
directly or indirectly, participate (including but not limited to financing or providing material therefor) in the development, production or creation of any business plan, project or endeavor that generally relates to or may be a direct or indirect benefit of the Business."

Does this mean that I can't work for my previous employer competitor doing the same job?

Thanks a lot!

That paragraph actually does not make sense. I believe it is an attempt to be absurdly broad, which would be very unlikely to hold up in court.

Are you saying that the company you worked for decided to discontinue the project and the company taking over the project offered you a job? If that is the case that also might be in your favor.

 

[serlak]

That paragraph actually does not make sense. I believe it is an attempt to be absurdly broad, which would be very unlikely to hold up in court.

Are you saying that the company you worked for decided to discontinue the project and the company taking over the project offered you a job? If that is the case that also might be in your favor.

Thanks a lot for replying! I worked for this company as a marketing contractor and now they decided to move everything in-house and hired actual employee. One of their competitors approached me and offered to work for them. I've signed NDA when I got hired for this position and this is the line that I can't figure out. Does it mean that for 2 years I can't work in the same niche?

 

[LdiJ]

Thanks a lot for replying! I worked for this company as a marketing contractor and now they decided to move everything in-house and hired actual employee. One of their competitors approached me and offered to work for them. I've signed NDA when I got hired for this position and this is the line that I can't figure out. Does it mean that for 2 years I can't work in the same niche?

I think that it tries to say that, but fails miserably.

I really cannot say more without knowing what US state you are in.

 

[serlak]

I think that it tries to say that, but fails miserably.

I really cannot say more without knowing what US state you are in.

I'm based in New York, but the company is located in AZ.

 

[LdiJ]

I'm based in New York, but the company is located in AZ.

Does the contract say anything about jurisdiction?

 

[serlak]

Does the contract say anything about jurisdiction?

Yes, state of Arizona.

 

[quincy]

Hello,

I've been working as a subcontractor for a company, where I've signed an NDA agreement. Not that long ago my employer decided to terminate this agreement and his competitor approached me with a job offer. However, I have this terminology in the NDA that I've signed:

"Non Circumvent: Notwithstanding anything to the contrary in this Agreement, Recipient agrees that, for a period of two (2) years after execution of this Agreement, Recipient will not, either
directly or indirectly, participate (including but not limited to financing or providing material therefor) in the development, production or creation of any business plan, project or endeavor that generally relates to or may be a direct or indirect benefit of the Business."

Does this mean that I can't work for my previous employer competitor doing the same job?

Thanks a lot!

The agreement you signed needs to be read in its entirety before your question can be answered (see the portion I have bolded above) - and the question needs to be answered by an attorney in your area who can not only read the agreement in its entirety but can also offer a legal interpretation of its terms.

We can do neither on this forum.

For those who are not attorney-members (the majority of members on this forum), to offer an opinion on the meaning of the clause in the agreement would be considered practicing law without a license. For the attorney-members on this forum (most of whom are not licensed to practice in either Arizona or New York), it would be a violation of professional codes to offer an opinion on the meaning of the clause in your agreement.

Non-disclosure agreements (often used interchangeably with "confidentiality" agreement) can be enforceable if what is being protected is a legitimate business interest (often a trade secret interest). Non-compete agreements can be enforceable but the terms must not be overly restrictive in scope. Most states and state courts now look with disfavor at these agreements.

 

[serlak]

The agreement you signed needs to be read in its entirety before your question can be answered (see the portion I have bolded above) - and the question needs to be answered by an attorney in your area who can not only read the agreement in its entirety but can also offer a legal interpretation of its terms.

We can do neither on this forum.

For those who are not attorney-members (the majority of members on this forum), to offer an opinion on the meaning of the clause in the agreement would be considered practicing law without a license. For the attorney-members on this forum (most of whom are not licensed to practice in either Arizona or New York), it would be a violation of professional codes to offer an opinion on the meaning of the clause in your agreement.

Non-disclosure agreements (often used interchangeably with "confidentiality" agreement) can be enforceable if what is being protected is a legitimate business interest (often a trade secret interest). Non-compete agreements can be enforceable but the terms must not be overly restrictive in scope. Most states and state courts now look with disfavor at these agreements.

Thanks a lot, I was going to discuss this with an attorney but wanted to double check first.

 

[quincy]

Thanks a lot, I was going to discuss this with an attorney but wanted to double check first.

I am sorry we are not allowed on this forum to provide you with the specific information you have requested. It is good that you will be having an attorney in your area review the contract you signed with your former employer.

Good luck.