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Noncompete clause seems ill worded and unenforceable.

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jokyjoky

Junior Member
What is the name of your state (only U.S. law)? FLORIDA

I am working as a psychologist for a company X in Florida. This company has a contract with a state agency that receives funding from federal sources. Company X's contract is to provide psychological and other services via a specific format. This company doesn't do the work itself. They subcontract out the work to psychologists and take a portion of the remuneration for the work. When signing to work for the company, you sign for one year. The contract has a noncompete clause in it. That clause and a couple of preceding clauses are included and written as follows:

1. It is expressly understood and agreed that Company X enters into this Contract with Independent Contractor on a purchase of service basis and not on an employer-employee relationship bais. (I pay my own taxes).

2. Termination for Convenience of Either Party: Either Party may terminate this contract at any time by giving written notice of such termination and specifying the effective date therof, at least thirty (30 days before the effectgive date of such termination.

3. Non-Compete: In the event of termination of this Contract for any reason, Independent Contractor agrees not to provide or solicit to provide, directly or idirectly, any of the services described herein to (State Agencies), the State of Florida, or agency or arm thereof, for a period of twelve months beginning at the effective date of said termination. Notwithsanding this paragraph, Company X agrees that in the event the Florida Agreement is canceled, or in the event Company X is dissolved as a corporation, then Independent Contractor may immediately provide or solicit to provide any of the serv ices for the specified canceled Agreement herein. Notwithstanding the foregoing, Independent contractor is encouraged, during the term of this Agreement and afterwards, to perform medical services which do not compete with the services provided under this Agreement.


This does not seem enforceable as (1) there are no company secrets to disclose (they benefit from my training and knowledge base); (2) Although I would solicit work from a client (the state) of theirs, the information about the availability of this work is freely available online and open to anyone who knows how to use a computer; and (3) I don't see my solicitation of work from this client as taking away their business as there is too much work for the number of available medical professionals to do as it is; and (4) lastly, #3 above indicates that this non-compete clause is in the event of termination. There does not appear to be any stipulation about what happens at the conclusion of the contract. Perhaps they consider the contract's conclusion to be termination of the contract, but they do not specify that very directly.

In any event, I was hoping that someone would be able to comment on the above so I can decide how to best proceed (i.e., consult with legal counsel before I submit my own consulting contract and force them to seek an injunction which we would fight out in court).

Also, what would happen if I start the work independently, we go to court, and I lose? What are the likely damages/outcomes. I understand that any answer given comes with all kinds of caveats.

Thanks a bunch for taking the time to review and respond to this querry.
 



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