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Ben Jones
Ben Jones, UK Lawyer
Category: Law
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Experience:  Qualified Solicitor - Please start your question with 'For Ben Jones'
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I have been asked to sign an agreement with a training company

Resolved Question:

I have been asked to sign an agreement with a training company to deliver three training courses for them between now and year's end (myself as a freelance trainer).
One clause is as below:
"Non-Competition agreement:
The training provider agrees to pass on any leads/future business to [COMPANY] that come as a result of conducting the training course(s). These leads/future business include: Training (instructor led, online, computer based, distance learning & in-house training).
During the term of this agreement, and thereafter for a period of one year, the Training Provider and/or their colleagues/associates shall not conduct any activities that directly competes with the services offered by [COMPANY], either for its own account, or as a partner, shareholder, officer, director, employee, or agent of any company, with clients that it comes into contact as a result of worked performed for [COMPANY], unless the Training Provider can show a prior working relationship with that client."
Am I correct in reading that this only stops me from getting further training work directly with someone I meet on these courses (i.e. going direct, rather than through the company)? So it's a non-solicitation clause rather than non-compete?
i.e. there are no restrictions to me training freelance with other training providers?
Or directly with clients I source myself?
Also, would "client" in this case cover a specific person, or the company they work for?
Submitted: 1 year ago.
Category: Law
Expert:  Ben Jones replied 1 year ago.
Hello, my name is ***** ***** it is my pleasure to assist you with your question today. Are you likely to act in breach of the clause according to your interpretation of it?.
Customer: replied 1 year ago.

My interpretation is that if I conduct a training course for training provider company Y and one of the attendees is Mr X, the clause just means I can't then after the course (for a year) ring him up and say "why not hire me directly for training rather than go through Y".

I certainly wouldn't breach that.

However if I got a call 6 months later from a colleague of Mr X, wanting to hire me directly for training because Mr X had recommended me to them, is that restricted? The lead has come indirectly from my training that first course, but is the colleague now a new client? (Hence my question is a "client" specifically the person on the course, or could the training company claim it applies to the client company in a wider sense)

Expert:  Ben Jones replied 1 year ago.
Your interpretation is correct in a sense that it only prevents you from doing business with leads generated through the training you provided for that company. I know they have referred to the restriction covering any ‘clients’ that you have come into contact during your time with that company and one would generally spect there to be a further definition of what exactly they wish to interpret as a ‘client’. However in the absence of such a definition there is some uncertainty in relation to this. In such circumstances of you were to approach someone who the company believes is a client (as in the example you provided) it would be for them to show that they should be covered by the definition. When there is an ambiguous clause such as this then any uncertainties would be interpreted against the party which is trying to rely on them, in this case the employer. So the more uncertainty there is the more difficult it would be for them to try and enforce the clause in question. The same applies the wider the restriction is. So if a person from a very large organisation attends and then they recommend you to someone else from that company it would be difficult to prevent you from doing business with anyone from the company as that would restrict your working opportunities and can be seen as a restraint of trade. The more likely outcome is that the clause may prevent you working with that specific person or maybe those close to them or their specific business area/department rather than the whole company.
The main issue is that there is no definitive answer. Only a court can decide what is reasonable and what the clause had intended to cover but it is for the employer to show that if thy want to rely on it. So they would have to go to court first and they may never get that far anyway.
I hope this has answered your query. Please take a second to leave a positive rating, or if you need me to clarify anything before you go - please get back to me and I will assist further as best as I can. Thank you
Ben Jones, UK Lawyer
Category: Law
Satisfied Customers: 46764
Experience: Qualified Solicitor - Please start your question with 'For Ben Jones'
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