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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 left my company 13 months ago after serving 12 months notice.

Resolved Question:

I left my company 13 months ago after serving 12 months notice. I was employed 30 years the latter 20 as Technical Director. The Company was sold out Private Equity in 2008 & I signed my latest Service contract in Oct 2012. Restrictive covenants applied for the 12 months after the termination of my employment.
I was recently approached by a foreign customer of my old company to see if I would set up a processing plant for then in Dubai in order to make the technical textile my old company now supplies them with.
Meanwhile my old company has recently contacted me & under the guise of offering further employment reminded me that one clause of my contract restricted me under Confidentiality, Integrity & Share Dealing section `The Executive will not at any time after termination of the Executive`s employment under this Contract, directly or indirectly disclose or make use of any Confidential Information`.
Please can you explain what this restriction means & is it valid. Given I conceived all my old companies manufacturing processes. No intellectual property constraints apply.
***** *****
Submitted: 1 year ago.
Category: Law
Expert:  Ben Jones replied 1 year ago.
Hello, my name is***** am a qualified solicitor and it is my pleasure to assist you with your question today. Are they trying to argue that this restriction applies indefinitely after termination?
Customer: replied 1 year ago.
The CEO`s written comments to me were, `If your thoughts are to engage with a competitor then you will need to differentiate what is our confidential information that one can divulge and what is not. Having spent 30 years with the company this will not be so easy` Personally I see this as a warning.
Customer: replied 1 year ago.
In a word YES I believe they are
Expert:  Ben Jones replied 1 year ago.
Apologies for not getting back to you sooner, I experienced some temporary connection issues and could not get back on the site until now. All appears to be resolved now so I can continue dealing with your query. Post-termination restrictive covenants are a rather common occurrence in employment relationships. An employer would want to protect their business from a departing employee's knowledge, business connections, influence over remaining staff, etc. However, a covenant that restricts an employee's post-termination activities will be automatically unenforceable for being in restraint of trade, unless the employer can show that it was there to protect a legitimate business interest and did so in a reasonable way. Legitimate business interests (LBIs) are commonly accepted to include:· Goodwill (including supplier and customer connections)· Trade secrets and confidential information· Stability of the workforce An employer cannot apply a restrictive covenant just to stop someone competing with their business, but it can seek to stop that person using or damaging their LBIs by using a reasonably drafted covenant. Whilst a restriction not to disclose confidential information you had obtained during your employment with the company could be binding and enforceable, it is rather unlikely that the same would apply if it was for an indefinite period of time after termination. In your case you are prevented from using confidential information, which is information only known to the business and not something in the public domain, it could be design details, pricing information, client knowledge and database, etc. They want to prevent you from not only disclosing it to someone outside of the company but also not to rely on it in any way, for example in future business ventures. However, as mentioned whilst this can be enforceable, the fact that it is for an indefinite period of time would make that rather challenging because it really should be limited for a reasonable period of time, such as 6, 12, 24 months, maybe even as long as 5 years. Whilst restrictive covenants are mainly used as a scare tactic by employers, if an employee has acted in breach of a covenant and the employer is intent on pursuing the matter further they can do so. The following are potential outcomes if the employer takes legal action:· Obtain an interim injunction preventing the employee from doing certain things that would make them in breach of the restrictive covenant· Seek compensation for damages that have directly resulted from the breach of the covenants As you can see there are no hard and fast rules on restrictive covenants. Whether a specific restriction is enforceable will always depend on the individual circumstances, the interest being protected and whether it has been reasonably drafted. The above principles are what the courts will consider when deciding whether a restriction is going to be legally enforceable. It should give you a good idea of what to look for in your situation and decide what the chances of this being pursued further are. I hope this has answered your query. I would be grateful if you could please take a second to leave a positive rating (3, 4 or 5 stars) as that is an important part of our process and recognises the time I have spent assisting you. If you need me to clarify anything before you go - please get back to me on here and I will assist further as best as I can. Thank you
Ben Jones, UK Lawyer
Category: Law
Satisfied Customers: 45315
Experience: Qualified Solicitor - Please start your question with 'For Ben Jones'
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