Soliciting business from clients
I am an Illinois LLC working as an independent contractor for a N.J. consuting company (X) at a client in Illinois. The contract I signed says: "Contractor shall not, without X's prior written approval, solicit for business or employment, nor contract, directly or indirectly, with any of X's clients introduced to contractor." Would it be legal for me to send a resume to a client department that has a job opening? This client often hires contractors as full-time employees, presumably after paying a fee to the consulting company.
2 answers | asked Dec 13, 2005 1:52 PM [EST] | applies to Illinois
Answers (2)
We can review your contract
Mr. Cameron:
Our lawyers will not be able to answer your question without a thorough review of you agreement. If the answer to this question is important to you, then give us a call and we can set up an appointment for an attorney to review your non-compete.
Kevin Down
Legal Assistant
Maduff, Medina & Maduff, LLC
(312) 276-9000
www.madufflaw.com
posted by Aaron Maduff | Dec 14, 2005 09:51 AM [EST]
Mr. Cameron:
Our lawyers will not be able to answer your question without a thorough review of you agreement. If the answer to this question is important to you, then give us a call and we can set up an appointment for an attorney to review your non-compete.
Kevin Down
Legal Assistant
Maduff, Medina & Maduff, LLC
(312) 276-9000
www.madufflaw.com
posted by Aaron Maduff | Dec 14, 2005 09:51 AM [EST]
From 300 miles away and with nothing to gain...
...I'm telling you not to be penny wise and pound foolish.
No responsible lawyer is going to give you the go ahead to anything like what you're suggesting without interviewing you concerning the circumstances of your company's engagement and reviewing the agreement microscopically.
Here are some issues for you to be thinking about however:
1. What did you get or what did they give in exchange for that language?
2. How does the agreement define "contractor?" Is it you or is it the LLC?
3. What other possible breaches of this agreement might you be committing if you took full time employment or, to put it another way, what is the "out" language in your agreement?
4. What, other than losing your contractual services, is the harm to the New Jersey Co. if you take this step?
5. Are their trade secret, recipe and customer list issues?
6. What is the custom and practice in your industry?
7. Has this company allowed similar contractors to do what you're considering (it sounds like it from some of your language.)?
8. Sometimes there's a legitimate "Who Started It?" issue where "contact" means literally "initiate contact with..." I'm familiar with one industry where it's always OK to passively receive job inquiries but not OK to send out resumes to customers or competitiors.
These are just a warm-up. Please spend a few dollars and see a MEL lawyer in Chicagoland. I can tell you from 32 years of experience, the best money an employee with a non-compete, non-contact can spend is a sit-down with a good employment lawyer for an interpretation of the actual agreement and the mutual devising of a strategy. At the end of the day, the most expensive thing you can do --in money and heartache--is go ahead and merely hope for the best.
You seem like a very bright person. Please do what bright, successful people do and mitigate your risk.
Best to you and Happy Holidays
Anthony B. Cameron
Quincy
posted by Anthony Cameron | Dec 13, 2005 2:48 PM [EST]
...I'm telling you not to be penny wise and pound foolish.
No responsible lawyer is going to give you the go ahead to anything like what you're suggesting without interviewing you concerning the circumstances of your company's engagement and reviewing the agreement microscopically.
Here are some issues for you to be thinking about however:
1. What did you get or what did they give in exchange for that language?
2. How does the agreement define "contractor?" Is it you or is it the LLC?
3. What other possible breaches of this agreement might you be committing if you took full time employment or, to put it another way, what is the "out" language in your agreement?
4. What, other than losing your contractual services, is the harm to the New Jersey Co. if you take this step?
5. Are their trade secret, recipe and customer list issues?
6. What is the custom and practice in your industry?
7. Has this company allowed similar contractors to do what you're considering (it sounds like it from some of your language.)?
8. Sometimes there's a legitimate "Who Started It?" issue where "contact" means literally "initiate contact with..." I'm familiar with one industry where it's always OK to passively receive job inquiries but not OK to send out resumes to customers or competitiors.
These are just a warm-up. Please spend a few dollars and see a MEL lawyer in Chicagoland. I can tell you from 32 years of experience, the best money an employee with a non-compete, non-contact can spend is a sit-down with a good employment lawyer for an interpretation of the actual agreement and the mutual devising of a strategy. At the end of the day, the most expensive thing you can do --in money and heartache--is go ahead and merely hope for the best.
You seem like a very bright person. Please do what bright, successful people do and mitigate your risk.
Best to you and Happy Holidays
Anthony B. Cameron
Quincy
posted by Anthony Cameron | Dec 13, 2005 2:48 PM [EST]
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