Tweet
Hello all - bit of a long post I’m afraid, however any & all advice is greatly appreciated!
I work in sales for a commercial equipment provider that has several divisions - when I began my career here I was assigned to the commercial tools division - however I now also cover the office supplies division.
My employment contract (which was signed when I originally started with the company several years ago) has a non-compete clause which specifically only refers to commercial tools, however there is another clause further on which seems to indicate that “all products” that my current employer sells are covered by the restrictive covenants - I have copied the relevant sections below - can anyone please advise what products are covered by the exclusion please?
(I.e. am I allowed to work for another business if I’m only selling/supplying office supplies and not commercial tools?)
As I say, I’m aware that this is a particularly large post so any help/advice would be greatly appreciated.
Thank you
”You will not (without the previous consent in writing of the Company) for the period of 6 months immediately after the date of the termination of your employment or, where the Company exercises its rights to require you to remain at home pursuant to its rights stated above, the last day on which you were required to work (Termination Date) whether as principal or agent, and whether alone or jointly with, or as a director, manager, partner, shareholder, employee or consultant of any other person, directly
or indirectly:
.i
carry on, or be engaged, concerned or interested in any business which is similar to and competes with any business being carried on by the Company at the Termination Date and with which you were involved in the course of your employment at any time during the period of 6 months immediately preceding the Termination Date; this is restricted to commercial tools supply and servicing for the purposes of this agreement.
You wil not (without the previous consent ni writing of the Company) for the period of 12 months immediately after the date of the termination of your employment or, where the Company exercises its rightst o require you to remain at home pursuant to its rights stated above, the last day on which you were required to work (Termination Date) whether a s principal or agent, and whether alone or jointly with, or a s a d i r e c t o r , m a n a g e r , p a r t n e r , s h a r e h o l d e r , e m p l o y e e o r consultant of any other person, directly or indirectly:
i .
negotiate with, solicit business from or endeavour to entice away from the Company the business of any person, firm, company or organisation who or which to your knowledge is and has been a customer, supplier, client or agent (or who had regular business dealings with the Company) during the period of 12 months immediately preceding the Termination Date and with whom you had direct dealings or personal contact in the course of your employment during that period, so as to harm the goodwill or otherwise damage the business of the Company provided that this restriction will be limited to activities by you which will involve offering or providing services similar to those which vou will have provided during your employment.
undertake to provide in competition with the Company any service or manufacture or supply any product similar to those with which you were concerned in the course of your employment during the period of 6 months immediately preceding the Termination Date to or for any person who is or was a customer, supplier, client or agent of (or who had regular business dealings with) the Company during the period of 12 months immediately preceding the Termination Date and with whom you had dealings in the course of your employment during that period;
interfere with, solicit or endeavour to entice away from the Company any person who to your knowledge is, and within the period of 12 months immediately preceding the Termination Date
had been:
a. who by reason of their knowledge of trade secrets or confidential information of the Company or knowledgeor influence over the clients, customers or suppliers of the Company is likely to be able to assist or benefit a business which competes or proposes to compete with the Company, and in any case with whom you had personal dealings in the course of your employment within the period of 12 months immediately preceding the
Termination Date.
employ or engage for the provision of work or services any person who is an emplovee of or otherwise works for the Company and either who to your knowledge is, and within the period of 12 months immediately preceding the Termination Date had been:
a. who by reason of their knowledge of trade secrets or confidential information of the Company or knowledge or influence over the clients, customers or suppliers of the Company is likely to be able to assist or benefit a business which competes or proposes to compete with the Company, and in either case with whom you worked
closely with in the course of your employment within the period of 12 months immediately preceding the Termination Date.
negotiate with, solicit business from or endeavour to entice away from the Company the business of any person, firm, company or organisation with whom the Company has had any negotiations or material discussions with a view to doing business with the Company for the supply of goods or services by the Company during the period of 12 months immediately preceding the Termination Date and with whom you had direct dealings or personal contact in the course of your employment during that period so as to harm the goodwill or otherwise damage the business of the Company.
For the avoidance of doubt, none of the restrictions contained above shall prohibit any activities by you which are not in direct or indirect competition with any business being carried on by the Company at the Termination Date.
At no time after the Termination Date shall you directly or indirectly represent yourself as being interested in or employed by or in any way connected with the Company, other than as a former employee of the Company.
You agree that, having regard to all the circumstances, the restrictions contained in this clause are reasonable and necessary for the protection of the Company and that they do not bear harshly upon you and the parties agree that:
each restriction shall be read and construed independently of the other restrictions so that if one or more are found to be void or unenforceable as an unreasonable restraint of trade or for any other reason the remaining restrictions shall not be affected; and
if any restriction is found to be void but would be valid and enforceable fi some part of it were deleted, that restriction shall apply with such deletion as may be necessary to make it
valid and enforceable.”
I work in sales for a commercial equipment provider that has several divisions - when I began my career here I was assigned to the commercial tools division - however I now also cover the office supplies division.
My employment contract (which was signed when I originally started with the company several years ago) has a non-compete clause which specifically only refers to commercial tools, however there is another clause further on which seems to indicate that “all products” that my current employer sells are covered by the restrictive covenants - I have copied the relevant sections below - can anyone please advise what products are covered by the exclusion please?
(I.e. am I allowed to work for another business if I’m only selling/supplying office supplies and not commercial tools?)
As I say, I’m aware that this is a particularly large post so any help/advice would be greatly appreciated.
Thank you
”You will not (without the previous consent in writing of the Company) for the period of 6 months immediately after the date of the termination of your employment or, where the Company exercises its rights to require you to remain at home pursuant to its rights stated above, the last day on which you were required to work (Termination Date) whether as principal or agent, and whether alone or jointly with, or as a director, manager, partner, shareholder, employee or consultant of any other person, directly
or indirectly:
.i
carry on, or be engaged, concerned or interested in any business which is similar to and competes with any business being carried on by the Company at the Termination Date and with which you were involved in the course of your employment at any time during the period of 6 months immediately preceding the Termination Date; this is restricted to commercial tools supply and servicing for the purposes of this agreement.
You wil not (without the previous consent ni writing of the Company) for the period of 12 months immediately after the date of the termination of your employment or, where the Company exercises its rightst o require you to remain at home pursuant to its rights stated above, the last day on which you were required to work (Termination Date) whether a s principal or agent, and whether alone or jointly with, or a s a d i r e c t o r , m a n a g e r , p a r t n e r , s h a r e h o l d e r , e m p l o y e e o r consultant of any other person, directly or indirectly:
i .
negotiate with, solicit business from or endeavour to entice away from the Company the business of any person, firm, company or organisation who or which to your knowledge is and has been a customer, supplier, client or agent (or who had regular business dealings with the Company) during the period of 12 months immediately preceding the Termination Date and with whom you had direct dealings or personal contact in the course of your employment during that period, so as to harm the goodwill or otherwise damage the business of the Company provided that this restriction will be limited to activities by you which will involve offering or providing services similar to those which vou will have provided during your employment.
undertake to provide in competition with the Company any service or manufacture or supply any product similar to those with which you were concerned in the course of your employment during the period of 6 months immediately preceding the Termination Date to or for any person who is or was a customer, supplier, client or agent of (or who had regular business dealings with) the Company during the period of 12 months immediately preceding the Termination Date and with whom you had dealings in the course of your employment during that period;
interfere with, solicit or endeavour to entice away from the Company any person who to your knowledge is, and within the period of 12 months immediately preceding the Termination Date
had been:
a. who by reason of their knowledge of trade secrets or confidential information of the Company or knowledgeor influence over the clients, customers or suppliers of the Company is likely to be able to assist or benefit a business which competes or proposes to compete with the Company, and in any case with whom you had personal dealings in the course of your employment within the period of 12 months immediately preceding the
Termination Date.
employ or engage for the provision of work or services any person who is an emplovee of or otherwise works for the Company and either who to your knowledge is, and within the period of 12 months immediately preceding the Termination Date had been:
a. who by reason of their knowledge of trade secrets or confidential information of the Company or knowledge or influence over the clients, customers or suppliers of the Company is likely to be able to assist or benefit a business which competes or proposes to compete with the Company, and in either case with whom you worked
closely with in the course of your employment within the period of 12 months immediately preceding the Termination Date.
negotiate with, solicit business from or endeavour to entice away from the Company the business of any person, firm, company or organisation with whom the Company has had any negotiations or material discussions with a view to doing business with the Company for the supply of goods or services by the Company during the period of 12 months immediately preceding the Termination Date and with whom you had direct dealings or personal contact in the course of your employment during that period so as to harm the goodwill or otherwise damage the business of the Company.
For the avoidance of doubt, none of the restrictions contained above shall prohibit any activities by you which are not in direct or indirect competition with any business being carried on by the Company at the Termination Date.
At no time after the Termination Date shall you directly or indirectly represent yourself as being interested in or employed by or in any way connected with the Company, other than as a former employee of the Company.
You agree that, having regard to all the circumstances, the restrictions contained in this clause are reasonable and necessary for the protection of the Company and that they do not bear harshly upon you and the parties agree that:
each restriction shall be read and construed independently of the other restrictions so that if one or more are found to be void or unenforceable as an unreasonable restraint of trade or for any other reason the remaining restrictions shall not be affected; and
if any restriction is found to be void but would be valid and enforceable fi some part of it were deleted, that restriction shall apply with such deletion as may be necessary to make it
valid and enforceable.”
Comment