Legal advice needed URGENTLY!

Quote from dima777:

thank you very much for your reply...I am in the final stages of creating a very large technical analysis service that will be available on a subscription basis,,,,I can work for this company as a Consultant but I cannot risk giving them the ip to my product.....do you thin this clause suggests this???
More...

so it sounds like you had started creating that service before you started the contract? so are you about to start the contract and that is what it says? in that case, just disclose things and make it clear and make sure it is excluded on the contract that any prior work and IP is not theirs even if related.
 
Quote from ofthomas:

so it sounds like you had started creating that service before you started the contract? so are you about to start the contract and that is what it says? in that case, just disclose things and make it clear and make sure it is excluded on the contract that any prior work and IP is not theirs even if related.
More...

well actually....I have not finished it yet - still implementing some new ideas - programming stuff here and there and also finalizing the final look - this will take longer and should overlap with this employment...
 
Quote from dima777:

well actually....I have not finished it yet - still implementing some new ideas - programming stuff here and there and also finalizing the final look - this will take longer and should overlap with this employment...
More...

then just disclose and make sure the contract makes the scope clear going in...
 
Quote from ofthomas:

then just disclose and make sure the contract makes the scope clear going in...
More...

they also add the following very interesting passage:

4. Non-Compete, Non-Circumvention, and Non-Solicitation. For the term of this Agreement and for 3 years thereafter, Consultant will not (a) engage in any activity that is in any way competitive with the business or demonstrably anticipated business of the Company (b) assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company, (c) directly or indirectly, provide any services similar to the Consultant services to any competitor, customer or business partner of the Company or to any potential client of the Company to whom the Company has offered to provide services, unless explicitly agreed otherwise in writing by the parties; or (d) encourage or solicit any employee or consultant of the Company to leave the Company for any reason.
 
all that stuff is standard, but 3 years is excessive... again... disclose upfront and discuss it... if they are unwilling to alter it, then just find some other contract.


Quote from dima777:

they also add the following very interesting passage:

4. Non-Compete, Non-Circumvention, and Non-Solicitation. For the term of this Agreement and for 3 years thereafter, Consultant will not (a) engage in any activity that is in any way competitive with the business or demonstrably anticipated business of the Company (b) assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company, (c) directly or indirectly, provide any services similar to the Consultant services to any competitor, customer or business partner of the Company or to any potential client of the Company to whom the Company has offered to provide services, unless explicitly agreed otherwise in writing by the parties; or (d) encourage or solicit any employee or consultant of the Company to leave the Company for any reason.
More...
 
Quote from marketsurfer:

Have you considered contacting a contract lawyer?



surf:confused:
More...

well I am not prepared to do that right now...was just seeking some common sense advice...
 
Did you bother reading it?

"prepared by the Consultant in relation to the Company operations and/or in the delivery of the Services in all forms of media or data whatsoever whether now known or hereafter devised (the “Work Product(s)”), shall be the sole and exclusive property of The Company."

so, as already remarked, if it was prepared in relation to their operations or delivery of services, they own it.

If you only want to license it to them, you need a different agreement.
 
Quote from dima777:

they also add the following very interesting passage:

4. Non-Compete, Non-Circumvention, and Non-Solicitation. For the term of this Agreement and for 3 years thereafter, Consultant will not (a) engage in any activity that is in any way competitive with the business or demonstrably anticipated business of the Company (b) assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company, (c) directly or indirectly, provide any services similar to the Consultant services to any competitor, customer or business partner of the Company or to any potential client of the Company to whom the Company has offered to provide services, unless explicitly agreed otherwise in writing by the parties; or (d) encourage or solicit any employee or consultant of the Company to leave the Company for any reason.
More...


That one is potentially good for you because it too general and therefore appears to be void (though you can never say anything 100%).

Noncompete agreements are void unless limited in geographical area and to a short time period.

But I personally would not agree to an improper provision without pointing it out to them.
 
You must log in or register to reply here.
Back
Top