Hello my name is ***** ***** I am happy to help you today. Can you explain your concerns in more detail? Is it to do with restrictive covenants?
yes it is, I was only employed for 2 weeks
sorry 8 weeks
Ok please can you tel whether your employer is likely to suffer any financial loss if you do breach them?
the company have a product that is licensed to them, they can sell this product but they have zero sales on it to date, I know I could move to another ompany and get this license for them and move it forward very quickly
Please can you tell me the exact wording of the contract clause that would prevent you from doing this?: I am going to be in a meeting for a while this afternoon so please give me some time to consider it and I will get back to you with a full answer this evening.
can i email the contract to you please
The Board: means the Board of Directors of the Company as from time to time constituted or any duly appointed committee or person thereof; the Companies: means the Company and every company which is at any time its holding company or subsidiary and any other company which is a subsidiary of its holding company or its ultimate or intermediate holding company (the terms "holding company" and "subsidiary" shall have the meanings defined by Section 736 Companies Act 1985 (as amended));
"Key Competitors": means:
a. any company which is within the same group as any of the above named customers named within the meaning of Section 53 Companies Act 1989;
b. such other Customer which in his absolute discretion the Finance and Operations Director having regard to all the circumstances deems appropriate and any addition to this definition shall have effect only if notified in writing to you prior to Termination;
"Key Employee": means any employee or officer of any of the Companies with whom you have dealt personally (or for whom he was responsible) in the 12 months preceding Termination and who in that period received an annual salary at a rate exceeding £30,000 (or its equivalent) or such other figure which in its absolute discretion the Global CEO having regard to all the circumstances deems appropriate and any change to this figure shall have effect only if notified in writing to you prior to Termination;
"The Prohibited Area": means any European country in which the Restricted Services were provided by any of the Companies in the year preceding Termination providing that you were directly or indirectly responsible for or involved with such provision;
"Prospective Customer": means any Entity with whom or which at any time during the 12 months preceding Termination any of the Companies had been in discussion or negotiations with a view to the provision of Restricted Services and with whom or with which the you were concerned on behalf of any of the Companies during that period;
"Prospective Supplier": means any Entity with whom or which at any time during the 12 months preceding Termination any of the Companies had been in discussion or negotiations with a view to the provision of supplies associated with the Restricted Services and with whom or with which you were concerned or responsible for on behalf of any of the Companies during that period;
“The Restricted Period” means the period of 12 months less any period of Garden Leave imposed by the Company.
"Restricted Services": means the business of injection moulding for media products and the supply of any other goods or services which compete directly with any goods or services marketed
or supplied by any of the Companies during the 12 months preceding Termination and which during that period you were dealing;
"Supplier": means any existing supplier of products relating to the Restricted Services to any of the Companies at Termination and any person or customer who at any time in the 12 months preceding Termination was a supplier of such products to any of the Companies with whom you have dealt or for whom he was responsible.
Following the termination of your employment you will not (directly or indirectly without the prior written consent of the Global CEO):
§ represent yourself, or permit yourself to be represented, as being connected with or successor to any of the Companies or their respective businesses or as acting on behalf of any of the Companies or in any way seek to utilise the goodwill of any of the Companies;
§ carry on, cause or permit to be carried on any business using any name, style, logo or image which is or has been or so far as you are aware is about to be used by any of the Companies or which in the opinion of the Global CEO is calculated to cause confusion with such a name, style, logo or image or to imply a connection with any of the Companies;
§ for the Restricted Period seek to entice away from any of the Companies or solicit the employment, service or engagement in office of any Key Employee within the Prohibited Area;
§ for the Restricted Period employ, work with, engage in office or engage the services of or be in partnership or in a similar business relationship involved with any of the Restricted Services with any Key Employee within the Prohibited Area;
§ for the Restricted Period supply the Restricted Services to any Key Customer, Customer or Prospective Customer in competition with any of the Companies within the Prohibited Area;
§ for the Restricted Period use your knowledge of, or exert any influence over or canvass or by any other means seek or solicit business or orders for any of the Restricted Services from any Key Customer, Customer or Prospective Customer, Supplier or Prospective Supplier within the Prohibited Area;
§ for the Restricted Period have business dealings with or accept business from any Key Customer, Customer or Prospective Customer in connection with the Restricted Services within the Prohibited Area;
§ for the Restricted Period not supply any of the Restricted Services to, or have any dealings with a view to or in connection with the supply of any Restricted Services to, any of the Key Customers (and for the purpose of this clause "have dealings with" means personal contact with such person or the direction of another or others to have dealings with such person)
PROVIDED THAT each of the restrictions in this clause is entirely separate and distinct and any restriction, its definitions or any part of its wording may be deleted or modified and the restrictions shall apply with any such deletions or modifications necessary to make them valid. By signing you acknowledges that the restrictions are both necessary in the legitimate interests of the Companies' business and do not bear undue hardship upon you AND FURTHER you acknowledge the right of the Company in its discretion to impose any separate lesser restrictions which will be in addition to and not in substitution for those contained in this clause.
Data Protection Act:
By signing these terms of employment, you consent to the holding and processing of personal data provided by you to the Company for all purposes relating to your employment with the Company including, but no limited to:
1.1.1 administering and maintaining personal records;
1.1.2 paying and reviewing salary and other remuneration and benefits;
1.1.3 providing and administering benefits;
1.1.4 undertaking performance appraisals and review;
1.1.5 maintaining sickness and other absence records;
1.1.6 taking decisions as to your fitness at work;
1.1.7 providing references and information for future employers and, if necessary, governmental and quasi-governmental bodies for social security and other purposes, the Inland Revenue and the Contributions Agency;
1.1.8 providing information to future purchasers of the Company in which you work; and
1.1.9 transferring information about you to a country or territory inside the EEA and USA with the agreement to maintain provisions of domestic legislation within the UK.
The Company will keep personal data about you and provide such data only on a need to know basis as and when required. Personal data about you can include sickness and medical records and reports, data on racial or ethnic origin, membership of a trade union and disciplinary matters, if any. This data is classed as sensitive data and will only be stored locally.
Personal information provided by an employee is confidential and will not be disclosed to any external body unless (i) the Company has obtained the employee’s express consent; (ii) its disclosure is necessary to maintain the employment relationship; or (iii) the Company is under a legal duty to make such a disclosure.
To ensure the Company complies fully with the EU Directive, the Company has signed an inter company transmission agreement and all individuals are provided with a copy of the Data Protection Statement and only non-sensitive data will be transmitted to the US to be stored in the Corporate HR Information System".
Should your personal circumstances change, you must notify your Manager immediately.
I acknowledge receipt of this Statement and confirm that I have read the Statement and the Employee Handbook which set out the principal rules, policies and procedures relating to my employment.
For the purpose of the application of statutory holiday entitlement under the Working Time Regulations, I agree that the holiday section of this Statement will be held to be a "relevant agreement".
one further question, is it the knowledge you have built during the 8 weeks that you have worked there that will enable you to work for a competitor?
So do a number of companies provide this product in any event?
The product is owned by a person who i knew before I joined the company I was also aware of the product that I am interested in
Were you employed on the basis of your knowledge of this product/ person?
Ok well the position is that restrictive covenants are only enforceable insofar as they are no more widely drafted than necessary to protect a legitimate business interest. If you have only worked there for 8 weeks and you cannot cause the business harm then it is unlikely that your former employer would try to pursue you for being in breach of these covenants. A restriction of 12 months (such as contained in your contract) would rarely be enforceable.
Your employer would also face tens of thousands of pounds in legal fees in the event that they were to try to sue you so they simply would not do so unless your actions are likey to cost the equivalent sum.
just one issue! if i pursue this product i would restrict the development of this company by selling a license to another company similar to them
Well that would cause you a problem, as they are likely to pursue you if you are going to cause them this kind of harm. I would suggest you seek specialist advice from a solicitor specialising in restrictive covenants. You need someone to defend on the basis that the clauses are too widely drafted and are unenforceable.
If you have any further questions please do ask. If I have answered your question I would be grateful if you would take the time to rate my answer. Thank you and all the best.
ok, is there anyone online
This is a question and answer site, what you are seeking now is more than that, it is specialist legal advice over and above that which can be provided on here.