Just to clarify, ABC didn't 'use' any software - they were developing something similar to what my old company (let's call them Reputation1) were attempting to sell the company where Chris was Head of eCommerce (let's call them National Auto). While working for National Auto, Chris had full access to Reputation1's software and asked an acquaintance to develop something similar that he could then (under the guise of ABC Services) sell into National Auto, meaning that Reputation1 lost out.
I was only paid a basic wage by ABC when I briefly worked for them, and as there was nothing to sell, and Chris didn't pay me any kind of 'welcome' bonus etc., I didn't financially benefit from ABC.
I have pasted my non-compete clause below:
13.1 Without prejudice to the other terms of this Agreement, you agree that following the termination of your employment for any reason whatsoever, you will be bound by and you will comply with the terms and conditions set out in Part 3.
13.2 Restriction Period: the period of 3 months following the date your employment terminates less any period of time spent by you on garden leave.
2. Obligations after employment
2.1 You shall not for the Restriction Period undertake any work or be in any way engaged, concerned or interested in any business or venture which:
(a) is or is about to be in competition with the Business or any part thereof; or
(b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture.
2.2 The provisions of clause 2.2 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which your employment was not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period.
2.3 You shall not for the Restriction Period in respect of any Goods and/or Services:
(a) deal with or supply any Customer;
(b) deal with or supply any Prospective Customer; or
(c) offer employment or any contract for services to or employ or engage any Key Employee.
2.4 You shall not for the Restriction Period in respect of any Goods and/or Services:
(a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer;
(b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or
(c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing.
2.5 You shall not for the Restriction Period:
(a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or
(b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished;
2.6 If, at any time during your employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services.
2.7 You shall not at any time after the Termination Date:
(a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company;
(b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or
(c) disclose to any person or make use of any Confidential Information (except as required by law).
3.1 You have given the undertakings in this Part 3 to the Company as trustee for itself and each Group Company in the business of which you have been concerned or involved to any material extent during your employment or which benefits from each undertaking. You agree that each such Group Company may enforce the benefit of each such undertaking. You shall at the request and expense of the Company enter into direct undertakings with any such Group Company which correspond to the undertakings in this Part 3.
3.2 You agree that if the Company transfers all or any part of its business to a third party ("transferee"), the restrictions contained in this Part 3 shall, with effect from the date of you becoming an employee of the transferee, apply to you as if references to the Company included the transferee and references to any Group Companies were construed accordingly and as if references to customers or suppliers were of the Company and/or the transferee and their respective Group Companies.
3.3 You agree that if you have material business dealings in other foreign jurisdictions on behalf of any Group Company, you will enter into undertakings providing the same level of protection for each such Group Company with such modifications (if any) as are necessary to render such undertakings enforceable in those jurisdictions.
3.4 You acknowledge that you have had the opportunity to take independent legal advice in relation to the undertakings contained in this Part 3.
3.5 The obligations imposed on you by this Part 3 extend to you acting not only on your own account but also on behalf of any other firm, company or other person and shall apply whether you act directly or indirectly.
3.6 You warrant that you believe the covenants contained within this Part 3 to be reasonable as between the parties and that you have no present intention of ever arguing that the restraints are unreasonable or otherwise unenforceable.