I'm a self-employed computer contractor. In October,2006 I signed a services agreement with a company (Company A) to provide services that contained a non-compete clause. Company A subcontracts to a large corporation that in turns contracts to a federal agency. Here is the text:
During the period commencing on the date hereof and continuing until one year following the last day on which the INDEPENDENT CONTRACTOR renders Services pursuant hereto, without prior written consent of the Company, the INDEPENDENT CONTRACTOR will not, directly or indirectly, perform any services of any nature whatsoever to or on behalf of, or otherwise associate with, the Client(LARGE CORPORATION-GOVERNMENT AGENCY), directly or indirectly, whether on a full-time or part-time basis, and whether as an independent contractor, consultant, INDEPENDENT CONTRACTOR, agent, principal, officer, director, partner or otherwise. The INDEPENDENT CONTRACTOR acknowledges and agrees that the Company's consent thereto may be conditional upon the payment to the Company by the Client(s) of a fee in an amount acceptable to the Company.
When I negotiated the contract I added the "LARGE CORPORATION-GOVERNMENT AGENCY" in parentheses to limit the scope of the agreement to this particular situation.
I worked for the government agency for 6 months. I then worked for Company A with LARGE CORPORATION and a different government agency for 15 months. No new agreement was signed when I started working for the new agency.
Now I want to work with LARGE CORPORATION and a different agency thru a different company (Company X). Company A is saying that this is a violation and that our original agreement was still in effect and the one year clock starts ticking now.
My position is that the one year clock started when I stopped working for the first agency and has subsequently expired. Do you agree with my position?
During the period commencing on the date hereof and continuing until one year following the last day on which the INDEPENDENT CONTRACTOR renders Services pursuant hereto, without prior written consent of the Company, the INDEPENDENT CONTRACTOR will not, directly or indirectly, perform any services of any nature whatsoever to or on behalf of, or otherwise associate with, the Client(LARGE CORPORATION-GOVERNMENT AGENCY), directly or indirectly, whether on a full-time or part-time basis, and whether as an independent contractor, consultant, INDEPENDENT CONTRACTOR, agent, principal, officer, director, partner or otherwise. The INDEPENDENT CONTRACTOR acknowledges and agrees that the Company's consent thereto may be conditional upon the payment to the Company by the Client(s) of a fee in an amount acceptable to the Company.
When I negotiated the contract I added the "LARGE CORPORATION-GOVERNMENT AGENCY" in parentheses to limit the scope of the agreement to this particular situation.
I worked for the government agency for 6 months. I then worked for Company A with LARGE CORPORATION and a different government agency for 15 months. No new agreement was signed when I started working for the new agency.
Now I want to work with LARGE CORPORATION and a different agency thru a different company (Company X). Company A is saying that this is a violation and that our original agreement was still in effect and the one year clock starts ticking now.
My position is that the one year clock started when I stopped working for the first agency and has subsequently expired. Do you agree with my position?
