NON-COMPETE inside a small country, inside a small profitable market I have received a Consulting Agreement in the middle of a project. I live in Cambodia. The NON-COMPETE clause in question During the Term of this Agreement and 05 (five) year thereafter, the Consultant shall not engage, directly or indirectly, in any capacity, to be in any competition in the Client or any of its subsidiaries, including any company engaged in the business which is in competition with the Company's business. Clarifications from comments @Greendrake Need clarity as to which party is Client and which one is Company. Are they the same thing? Which one do you work for? Company refers to the CEO and his company. I have read the whole contract and "Client" only appears once in that NON-COMPETE. My Questions The market is small for the services I provide. Only banks are willing to pay for the services. Would this clause prohibit me for offering this service to anyone outside the current company I'm working with? The CEO, with his lawyer have tried to convince me that this only apply to current client and any past clients that I have work on. Is this true? If I start my own company, this would also apply to me right? Even if I start a company that provide online courses and don't offer services, this will still apply? Would this make it impossible for me to take any job from any company in the country that provide this service? From your view, how fair is this? Should I expect the CEO to offer a fair contract or is this something you read and negotiate? (This service has nothing todo with legal matters and I'm not expected to be good in legal matters) Country size: around 15 million people market: Only the capital, with less than 50 clients.
The CEO, with his lawyer have tried to convince me that this only apply to current client and any past clients that I have work on. Is this true? No. It will be true only if they make that clarification in the clause or a properly added amendment. The clause currently has no indication that it is limited to "current client and any past clients that [you] have work[ed] on". The CEO's &amp; lawyer's refusal to amend the clause so as to make it consistent with their attempts [to persuade you] would be a red flag. Their inconsistent representations to you suggest that they are not planning to honor the covenant of good faith on which all contracts are premised. Should I expect the CEO to offer a fair contract or is this something you read and negotiate? You should require a contract that seems fair to you. And by "to you" I mean that it has to be in line with your expectations regardless of the average conditions in the labor market. Negotiations are not binding. They are merely a preamble to a contract, and that contract is binding. This is why you should reject a contract that falls short of your requirements. Some clauses are unlawful and/or void and unenforceable as unconscionable or for contravening legislation (unlawful clauses can and do arise even if drafted by attorneys). Thus, although you might not have to worry about those clauses in particular, the company's mere attempt to include them in a contract should alert you of the high risk of ending up with other abusive terms &amp; conditions which are binding and enforceable nonetheless.
The agreement linked in the question seems to be or to purport to be, for a non-final, non-production version of the board. I have seen such agreements used, both for hardware and software, used when beta-test versions of products are being distributed to those who agree to do such testing, often in exchange for a reduced price on the final product, or an early look. I have also seen similar language used when an evaluation version of a product is provided free, or at a much reduced price. In such a use, it would be a reasonable contract, it seem to me, and I see no reason why if it were agreed to by both parties in such a situation, it would not be binding. Often such agreements also include a non-disclosure aspect, but this one does not seem to do so. I cannot see how such an agreement could be made applicable automatically, without both parties having chosen to agree to it, and indicated this by signing, clicking, or in some other positive way. I doubt that it could be made automatically applicable, on an "by using this product you agree" basis. I don't know of any physical consumer product, or appliance, sold with such an agreement in ordinary commerce. I am not sure what would happen if a manufacturer wanted to require all purchasers to sign such an agreement. I don't know if it would be binding. I would think that the purchaser's rights under the First Sale doctrice, could be modified by a valid contract agreed to by the purchaser. I do not think that they could simply be revoked by a contract of adhesion, which the purchaser had no choice to decline before making the purchase. As the OP says this was not signed or agreed to in any way, I can't see how it binds the OP.
Does this prove that the unlicensed attorney is practicing law outside their jurisdiction and is providing legal advice by representing the &quot;client&quot; in legal negotiations? No. Your quote of the email does not prove that the receiver engaged in unlicensed practice of law. Nor does it prove that the receiver/non-attorney is representing, or advising, the attorney's client or the adversary. It is quite possible and valid for the unlicensed lawyer (example: paralegals) to assist an attorney who actually represents the party.
You need to be very clear with B that you intend to continue to operate A. You need to be clear whether you are to be an actual employee of B, or a hired contractor for B. If an employee, you need to agree with B how much time you can devote to A while employed by B, or to put it another way, how much time (per day, week or whatever) you are expected to devote to B before doing stuff for A. Are there to be restrictions, such as a ban on your doing things for A while at B's worksite? Above all, you need to agree on who owns what rights to both the existing A code, and any new code will be held by you, and what rights will be held by B. All the above should be in a written agreement, and you would be wise to have a lawyer draft or at least review the language. If B will not agree to this, you will have a choice to make: put A on hold while working for B, or not accept B's offer. Do not lie to B about what you are doing with A. Oh, and if you had any sort of non-compete agreement at the job you quit four months ago (let's call them C) be sure that you comply with it, or are prepared to fight it. If there is any question, this is another area where you would do well to consult a lawyer. Many non-compete agreements claim more than local law allows, and are not enforceable. Many others are very much enforceable. It depends on the wording of the agreement, and the provisions of the law where you are located. Also, do not use any confidential data from C without C's written permission.
Hire a lawyer, who is licensed and trained in law and who is obligated to be honest with you and advocate for your interests, and get him/her to review your business plan. He/she will point out real or potential problems with your ideas and plans, show you legal gray areas of the law and advise you on what you can and can't do. Some lawyers offer a free initial consultation. As an example, you can browse and read specialties and qualifications for legal help in New Jersey: https://www.justia.com/lawyers/business-law/new-jersey There's no substitute for real legal advice; not consulting with an attorney before signing contracts or starting a business can put in in real legal jeopardy. Don't ask legal advice from randos on the Internet, as they are not trained or licensed, and it is illegal to act or work as a lawyer without being licensed. As ohwilleke points out, you may want or need to consult several different lawyers.
You need professional legal advice You need to comply with the law in every jurisdiction in which you do business. Your place of incorporation is irrelevant. If you are selling to Uzbekistan you need to comply with Uzbeki law, Queensland, Queensland and Australian law, Maine, Maine and US law etc. In most jurisdictions, discrimination is legal unless it is on the basis of a protected class, usually things like sex, race, etc. In the EU, price discrimination is illegal if it is an abuse of market power. Therefore, among other things you have to have market power. https://www.coleurope.eu/system/files_force/research-paper/gclc_wp_07-05.pdf
Usually, a clause like this is used in contracts of full time managerial or professional employees of a business who are employed on a salaried or commissioned, as opposed to an hourly basis, in positions that are exempt from overtime requirements. It basically prohibits moonlighting with a second job while employed at your current job. A non-competition clause, in contrast, would typically prohibit working for a competitor for some period of time after ceasing to work at your current employer. This is concerned about spreading your time and efforts too thin, rather than competition. You could violate it even if your moonlighting job has no direct impact (other than loss of some of your full time services) on the firm that employs you in your primary job. It does not prohibit you from having a personal life (e.g. going to the dentist, visiting family, watching a movie, etc.). Normally, this is used as a backstop against gross abuses, with performance based evaluation as the primary means by which the employee is evaluated. The line between personal investment activity and moonlighting or an intensive hobby can be vague and it is usually only enforced in extreme cases.
First, even if your competitor is operating outside the jurisdiction of your patents, you also have protection from the use and import of the infringing products, not just the manufacture and sale. For example, if you have a US patent, your patent would allow you to sue airlines using your product in the US (e.g., flying into, out of, and/or within the US), even if they bought the product from a foreign competitor. Suing potential customers isn't as attractive as suing your competitors, but at least you would have that option. Further, it is possible to apply for a patent in multiple countries (e.g., through the PCT process), although it can get expensive to try to obtain protection in a large number of countries. You can try to target the main jurisdictions in which your product would be made, sold, or used. For example, you could apply in the US, China, and various European countries (through the EPO).