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:
Restrictive Covenants: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 employment2.1 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; or1536886-112(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. General3.1 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.1536886-1133.4 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.
Hi, any estimate on how long that might be?
I would ideally like some assistance sooner, but do you believe that anyone who wanted to deal with this request would also take until tomorrow to be able to provide me with some advice?
I just really want to know what I'm dealing with, and as soon as possible, as this is causing me no end of stress and worry.
If you feel that you will be able to offer me advice as good as any of your colleagues (i.e. if this area of law is a specialty of yours) then I am happy for you to carry on
Thank you AJ, I look forward to your full response tomorrow
Thanks for getting back to me, I appreciate your thoughts and advice on this matter.
Ultimately, the key sentence for me is "you did not... involve yourself in competing with them" which also happens to be the reason for why my suspicions were aroused as to them taking some form of action against me (whether that be to sue, or something else) - does my whole involvement with this new company not constitute competing with them, at least to some degree?
Essentially training a young girl on how to sell, how to find potential new customers (by searching sites such as TripAdvisor etc. for businesses with negative reviews), helping her improve her techniques over the phone, preparing presentations for the business to use in meetings, things such as that. I also accompanied David to a meeting with a company that he was looking to partner with (his goal was to ultimately use them to sell his software to their client base), and went to a meeting with a hotel in London who were interested enough in what the company might be able to offer to take a look at one of the tablets in person (though it never went beyond that meeting, as there was no fully operational software to sell)
Well my role at Reputation1 was more geared towards demonstrating products to potential new customers and attending meetings if necessary, but they also wanted me to try and drum up business for them (which I never really undertook, and was one of the reasons behind me leaving). In a sense, the role at ABC was similar to a degree, in that it was sales of a similar product (even though there was no product to sell) - both used tablets on-site at a customer's location, and the purpose of both was to help a business improve its online review scores.
I know that Reputation1 are aware that I was involved, to some degree, with ABC as they found a test review that I had left on one of ABC's tablets online. This then prompted them to look into ABC, and they found out that Chris had left National Auto and gone to work as CEO of ABC
They haven't given me a formal job prospectus, no. I had a phone call from their Head of Sales (who I used to report to) on Wednesday, which involved him telling me that they had found out about ABC and Chris' involvement with them. He was very chatty, asked me how I was getting on, where I was working now etc. I told him that I was looking for a new opportunity (which is also true, as the place where I went to work after ABC is not all it was made out to be).
Crucially, during the phone call he did NOT mention that they knew that I (at least to some extent) had some involvement with ABC, even though I found out later on (through a friend I made at Reputation1 who still works there) that he absolutely was aware of it at the time of our call. So, of course, my suspicions were immediately aroused - why did he 'play dumb' and not mention that they knew that I had something to do with ABC?
He then called me again on Friday out of the blue, saying that he had been in his 1-2-1 with the UK CEO and they had happened to start discussing a new role which they believed I would be 'perfect for', and he recalled that I said I was looking for something new. He asked me if I was free on Thursday to come in to discuss it. Again, he didn't mention that they knew of my involvement with ABC.
In addition, I emailed him earlier today asking if the CEO still wanted to see me on Thursday "for an interview to discuss the position that you told me about last week"and at what time. He then sent me a calendar invite titled "Catch Up and Role Discussion" with the CEO CC'd in but with no other info, and also separately emailed me back a few hours later saying "Yeah Thursday at 2pm if that works"
All very suspicious, right? This is why I am very worried that this is all an ambush.