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Ben Jones
Ben Jones, UK Lawyer
Category: Law
Satisfied Customers: 60512
Experience:  Qualified Solicitor
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I have a employment question, lawyer or solicitor please,

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I have a employment question
JA: Was this discussed with a manager or HR? Or with a lawyer?
Customer: lawyer or solicitor please
JA: Does the workplace operate with employees, freelancers, consultants, contractors or with unionised employees?
Customer: yes they do
JA: Anything else you want the Lawyer to know before I connect you?
Customer: Yes, i just want to know if an NDA can be signed or not basically I am trying to understand what restrictions will be imposed if I sign the NDA

Hello, my name is***** am a qualified lawyer and I will be assisting you with your question today.

What is the wording of the clause and is this for new or ongoing employment?

Customer: replied 7 days ago.
Hello Ben

Hi there. Please provide the information requested

Customer: replied 7 days ago.
DraftAdvisory, Conciliation and Arbitration ServiceAgreement in respect of an Actual or Potential
Claim to the Employment Tribunal(Claimant) – (Respondent)We the undersigned have agreed:-The Respondent agrees to pay the Claimant the sum of £**** (Three Thousand and Forty Four Pounds) and the Claimant agrees to accept the said sum in full and final settlement of all claims that the Claimant has or may have against the Respondent arising out of/or in connection with his/her contract of employment and/or its termination. For the avoidance of doubt this includes all matters raised under Early Conciliation number ****.The Respondent also agrees to provide to the claimant his 3 payslips and his P45 and P60 for 2019.
This settlement does not affect any rights the Claimant may have with regards ***** ***** injury claims or any accrued pension rights. The Claimant warrants that at the time of reaching this settlement he is not aware of any personal injury of any nature he has suffered which would give rise to a claim against the Respondent or of any claims of or any accrued pension rights.
The Respondent agrees to pay the above sum in Clause 1 to the Claimant within XX days of receiving this COT3 Agreement signed and dated by the Claimant.The parties agreement to the terms of Non-disclosure agreement attached at Schedule 1.By or on behalf of the Claimant………………………..Date………………..By or on behalf of the Respondent…………………….Date…………………..Schedule 1Non-Disclosure AgreementThis agreement is between:(1) ***(2) ***This agreement is dated: 29th August 2019The parties agree as follows:1. Agreement not to disclose Confidential Information1.1 During the discussions and in further consultation the parties will be disclosingto each other ideas, information, data, correspondence and documentation. Theparties acknowledge that they or their nominated representatives may discloseor give each other access to confidential information so that they may performtheir contractual duties.1.2 The parties agree not to disclose to any third party any information relating tothe affairs or business activities of the other party such as trade secrets, currentand future customer lists, relationships with contractors, customers, orsuppliers, and opportunities for new or developing business(hereinafter called the “Confidential Information”). The ConfidentialInformation may be contained in written materials such as computer hardwareand software, disks, documents, files, drawings, and product specifications. Itmay also consist of unwritten knowledge, including ideas, research, processes,practices, or know-how.1.3 For a period of 6 months from 29th August 2019, neither partyor their representatives shall disclose or cause the ConfidentialInformation (either written or unwritten) to be disclosed to any third party withoutfirst obtaining written consent from each other party.2. EmployeesEach party undertakes to the other party to disclose the Confidential Informationonly to a minimum number of its employees and consultants who need to havethe information disclosed to them and to ensure that the obligations on use anddisclosure of the information are observed by all of the said employees.3. Right to an InjunctionEach party acknowledges and agrees that if they breach or threaten to breachany of the terms of this agreement, the other party will sustain irreparableharm and will be entitled to obtain an injunction to stop any breach or threatenedbreach of this agreement.24. ReasonablenessEach party acknowledges that the restrictions in this agreement are reasonableand necessary for the protection of the other party.5. CounterpartsThis agreement may be executed in any number of counterparts, each ofwhich when executed shall constitute a duplicate original, but all thecounterparts shall together constitute the one agreement.6. ModificationThis agreement may only be modified in writing signed by both parties.7. Entire AgreementThis agreement constitutes the entire agreement between the parties andsupersedes and extinguishes all previous drafts, agreements, arrangementsand understandings between them, whether written or oral, relating to its subjectmatter.8. Governing LawEach party irrevocably agrees that the courts of England and Wales shall haveexclusive jurisdiction to settle any dispute or claim arising out of or in connectionwith this letter or its subject matter or formation (including non-contractual disputesor claims).
Customer: replied 7 days ago.
Sorry I have pasted the entire COT3
agreement
Customer: replied 7 days ago.
My question is does this NDA or the COT3 agreement stop me from working with my previous employers clients?
Customer: replied 7 days ago.
we are currently going through early reconciliation

OK and how long have you worked there for?

Customer: replied 7 days ago.
about 6 years

Thank you. I will get back to you with my answer as soon as I can, which will be at some point today. The system will notify you when this happens. Please do not reply in the meantime as this may unnecessarily delay my response. Many thanks.

Customer: replied 7 days ago.
Is it possible to answer quickly please

Many thanks for your patience. Neither agreement prevents you from working for your employer’s clients after your employment with them terminates. However, you cannot disclose any confidential information you have gathered whilst working for them. So if you go and work for a client and then start discussing with them such confidential information from your time with the employer, you would be in breach. So just be mindful of that and ensure you do not disclose that information, but it won’t stop you from working for them.

Does this answer your query?

Customer: replied 6 days ago.
Yes it does but when you say not to disclose confidential info, what do you actually mean by that?
Customer: replied 6 days ago.
may be if i explain you what I was doing may help you answer it
Customer: replied 6 days ago.
I was Project managing some of my employers client and the only confidential data I know is how they do their business in terms of IT and which I think is very generic in nature - any IT person would know it.
Customer: replied 6 days ago.
the only other concern I have is me disclosing my previous employers methods of providing services, structure, misconducts and other elements.
Customer: replied 6 days ago.
anything else is very generic

Are these methods linked to your employer specific to them and will you be using them in the new employment?

Customer: replied 6 days ago.
As mentioned above all these methods are standard project management which is applied in every company. That said there are some things which are specific to previous project which is not my employers idea or product. Instead it is clients ideas and business practices. As a supplier we were only providing them with standard it service nothing more than that.

As you can imagine it could be a difficult thing to define and what the courts would look at is whether there is something unique and company-specific which is not just a general industry practice or information and that is what they will direct their attention to. So if there are such aspects to this, then try your nest to avoid using them in the future in order to comply with the NDA. Does this clarify things a bit more for you?

Customer: replied 6 days ago.
Yes this is much clear
Customer: replied 6 days ago.
One last question - all this applicable for only 6 months, right?

Yes only as long as the duration of the restriction is stipulated in the agreement

Customer: replied 6 days ago.
Yes it is stipulated in the NDA agreement (you can see that above) but the COT3 is being agreed for a different date - 10 Oct 2019. does that mean the 6 months term will start from 10 Oct or 29 Aug as specifically mentioned in the NDA?

It specifically states 6 months from 29 August 2019

Ben Jones and other Law Specialists are ready to help you
Customer: replied 6 days ago.
cool
Customer: replied 6 days ago.
Thank you for everything. You have a good day.

All the best