Hi all
Currently employed by a consultancy and looking to move to contracting.
My current client is another consultancy who is then contracting me out to another client. As far as I am aware there is no contract between my employer and the client I am on site with currently.
Checking my contract I found these clauses, can someone advise if there is something obvious there stopping me from going contracting full stop or stopping me from joining my clients client if that makes sense?
Currently employed by a consultancy and looking to move to contracting.
My current client is another consultancy who is then contracting me out to another client. As far as I am aware there is no contract between my employer and the client I am on site with currently.
Checking my contract I found these clauses, can someone advise if there is something obvious there stopping me from going contracting full stop or stopping me from joining my clients client if that makes sense?
20.2
You acknowledge that during your employment with the Company you will come into
possession of Confidential Information and the parties agree that it is necessary for the
protection of that Confidential Information and the protection of the goodwill and trade
connections of the Company that you should be rstrained, in the terms of the covenants
contained in this clause, from making available or using for the benefit of yourself or a third
party, Confidential Information which you have obtained in the course of your employment
with the Company.
In this clause:
20.2.1 “Company’s Competitors” means the companies referred to on the HR system’s Job
and Salary screen. The parties accept that businesses that compete with the
Company change from time to time as acquisitions take place or businesses
become more or less successful and so it is necessary to review and amend that
list from time to time.
20.2.2 “Relevant Date” means the date on which your employment terminates or any
earlier date on which you commence garden leave pursuant to clause 12.5.
20.2.3 “Restricted Employee" means any person,
20.2.3.1 who is employed by the Company as a director, senior manager, manager,
instructor or consultant, or who is involved in sales, training, business
development, courseware publishing, managed learning services, scheduling, LT.
or examinations; or
20.2.3.2 who was in the period of 12 months preceding the Relevant Date a direct report of
yours or a person over whom you exercised significant management influence.
20.2.4 "Restricted Period" means the period of 12 months from the termination Date.
20.2.5 “Restricted Person” means any person which or who has at any time during the
period of 12 months immediately preceding the Relevant Date, been a customer or
20.3
20.4
client or is or has been in negotiation to become a customer or client and you have
or had been materially involved in the negotiations or any part thereof.
20.2.6 “Board” means the Company’s board of Directors.
You accordingly covenant with the Company that you will not (other than for and on behalf
of the Company) without the prior written consent of the Board (such consent to be
withheld only so far as may be reasonably necessary to protect the legitimate interests of
the Company) directly or indirectly for the Restricted Period:
20.3.1 canvass, solicit or approach, or cause to be canvassed, solicited or approached,
any Restricted Person for the purpose of entering into negotiations with or
obtaining orders from such person where the orders relate to services the same as
or not materially different from the Company's services;
20.3.2 deal with any Restricted Person for the purpose of entering into negotiations with
or obtaining orders from such person where the orders relate to goods/services the
same as or not materially different from the Company's services;
20.3.3 interfere, or seek to interfere, with the continuance of supplies to the Company
from any supplier with whom you have had contact and who has been supplying
goods and/or services to the Company at any time during the 12 months
immediately preceding the Relevant Date if such interference causes or would
cause that supplier to cease supplying, or materially reduce its supply of, those
goods and/or sen/ices;
20.3.4 on your own behalf or on behalf of another solicit or entice, or endeavour to solicit
or entice, away from the Company, or employ any Restricted Employee;
20.3.5 be engaged, concerned or interested in any business which has at any time during
the 12 months immediately preceding the Relevant Date supplied any services to,
or is a client or customer of, the Company with whom you had dealings if such
engagement, concern or interest causes or would be likely to cause the supplier to
cease or materially reduce its supplies to the Company or (as the case may be) the
client or customer to cease or materially reduce its orders or contracts with the
Company;
Further you covenant with the Company that you will not (other than for and on behalf of
the Company) without the prior written consent of the Board (such consent to be withheld
only so far as may be reasonably necessary to protect the legitimate interests of the
Company) directly or indirectly for a period of 3 months from the termination date:
19.4.1 within the United Kingdom be engaged, concerned or interested in any business
which is involved in the provision of any of the services that the Company is or has
been engaged in during the last 12 months provided that this restriction does not
apply to prevent you from holding shares or other securities in any company which is
quoted, listed or othenMise dealt in on a recognised stock exchange or other
securitia market and which confer not more than 5% of the votes which could be
cast at a general meeting of such company;
19.4.2 be engaged, concerned or interested in the business of all or any of the Company’s
Competitors provided that this restriction does not apply to prevent you from holding
shares or other securities in the relevant Company’s Competitor which confer no
more than 5% of the votes which could be cast at a general meeting of such
company.
The Restricted Period shall be reduced by a period of one day for each day the Company has
exercised its rights pursuant to clause 125.
You shall not at any time after the Termination Date:
20.6.1 represent yourself as having any current connection with or being interested in the
business of the Company; and
20.6.2 in relation to any trade or business competitive with that carried on by the
Company with which you have been involved at the Termination Date use any
trading name or logo of the Company or any other name or logo intended or likely
to be confused therewith.
The restrictions in this clause shall apply to you acting in any capacity whether as principal,
agent, partner, consultant, employee, director, shareholder or otherwise and whether
directly or indirectly (including through any person, firm or company).
You accept that the restrictions contained in this Agreement are reasonable and necessary
for the protection of the legitimate commercial interests of the Company and may be
enforced by any group company.
Each sub-clause and part of such sub-clause of this clause constitutes an entirely separate
and independent restriction and does not operate to limit any other obligation owed by you,
whether that obligation is express or implied by law. If any restriction is held to be invalid or
unenforceable by a court of competent jurisdiction, it is intended and understood by the
parties that such invalidity or unenforceability will not affect the remaining restrictions.
You acknowledge that during your employment with the Company you will come into
possession of Confidential Information and the parties agree that it is necessary for the
protection of that Confidential Information and the protection of the goodwill and trade
connections of the Company that you should be rstrained, in the terms of the covenants
contained in this clause, from making available or using for the benefit of yourself or a third
party, Confidential Information which you have obtained in the course of your employment
with the Company.
In this clause:
20.2.1 “Company’s Competitors” means the companies referred to on the HR system’s Job
and Salary screen. The parties accept that businesses that compete with the
Company change from time to time as acquisitions take place or businesses
become more or less successful and so it is necessary to review and amend that
list from time to time.
20.2.2 “Relevant Date” means the date on which your employment terminates or any
earlier date on which you commence garden leave pursuant to clause 12.5.
20.2.3 “Restricted Employee" means any person,
20.2.3.1 who is employed by the Company as a director, senior manager, manager,
instructor or consultant, or who is involved in sales, training, business
development, courseware publishing, managed learning services, scheduling, LT.
or examinations; or
20.2.3.2 who was in the period of 12 months preceding the Relevant Date a direct report of
yours or a person over whom you exercised significant management influence.
20.2.4 "Restricted Period" means the period of 12 months from the termination Date.
20.2.5 “Restricted Person” means any person which or who has at any time during the
period of 12 months immediately preceding the Relevant Date, been a customer or
20.3
20.4
client or is or has been in negotiation to become a customer or client and you have
or had been materially involved in the negotiations or any part thereof.
20.2.6 “Board” means the Company’s board of Directors.
You accordingly covenant with the Company that you will not (other than for and on behalf
of the Company) without the prior written consent of the Board (such consent to be
withheld only so far as may be reasonably necessary to protect the legitimate interests of
the Company) directly or indirectly for the Restricted Period:
20.3.1 canvass, solicit or approach, or cause to be canvassed, solicited or approached,
any Restricted Person for the purpose of entering into negotiations with or
obtaining orders from such person where the orders relate to services the same as
or not materially different from the Company's services;
20.3.2 deal with any Restricted Person for the purpose of entering into negotiations with
or obtaining orders from such person where the orders relate to goods/services the
same as or not materially different from the Company's services;
20.3.3 interfere, or seek to interfere, with the continuance of supplies to the Company
from any supplier with whom you have had contact and who has been supplying
goods and/or services to the Company at any time during the 12 months
immediately preceding the Relevant Date if such interference causes or would
cause that supplier to cease supplying, or materially reduce its supply of, those
goods and/or sen/ices;
20.3.4 on your own behalf or on behalf of another solicit or entice, or endeavour to solicit
or entice, away from the Company, or employ any Restricted Employee;
20.3.5 be engaged, concerned or interested in any business which has at any time during
the 12 months immediately preceding the Relevant Date supplied any services to,
or is a client or customer of, the Company with whom you had dealings if such
engagement, concern or interest causes or would be likely to cause the supplier to
cease or materially reduce its supplies to the Company or (as the case may be) the
client or customer to cease or materially reduce its orders or contracts with the
Company;
Further you covenant with the Company that you will not (other than for and on behalf of
the Company) without the prior written consent of the Board (such consent to be withheld
only so far as may be reasonably necessary to protect the legitimate interests of the
Company) directly or indirectly for a period of 3 months from the termination date:
19.4.1 within the United Kingdom be engaged, concerned or interested in any business
which is involved in the provision of any of the services that the Company is or has
been engaged in during the last 12 months provided that this restriction does not
apply to prevent you from holding shares or other securities in any company which is
quoted, listed or othenMise dealt in on a recognised stock exchange or other
securitia market and which confer not more than 5% of the votes which could be
cast at a general meeting of such company;
19.4.2 be engaged, concerned or interested in the business of all or any of the Company’s
Competitors provided that this restriction does not apply to prevent you from holding
shares or other securities in the relevant Company’s Competitor which confer no
more than 5% of the votes which could be cast at a general meeting of such
company.
The Restricted Period shall be reduced by a period of one day for each day the Company has
exercised its rights pursuant to clause 125.
You shall not at any time after the Termination Date:
20.6.1 represent yourself as having any current connection with or being interested in the
business of the Company; and
20.6.2 in relation to any trade or business competitive with that carried on by the
Company with which you have been involved at the Termination Date use any
trading name or logo of the Company or any other name or logo intended or likely
to be confused therewith.
The restrictions in this clause shall apply to you acting in any capacity whether as principal,
agent, partner, consultant, employee, director, shareholder or otherwise and whether
directly or indirectly (including through any person, firm or company).
You accept that the restrictions contained in this Agreement are reasonable and necessary
for the protection of the legitimate commercial interests of the Company and may be
enforced by any group company.
Each sub-clause and part of such sub-clause of this clause constitutes an entirely separate
and independent restriction and does not operate to limit any other obligation owed by you,
whether that obligation is express or implied by law. If any restriction is held to be invalid or
unenforceable by a court of competent jurisdiction, it is intended and understood by the
parties that such invalidity or unenforceability will not affect the remaining restrictions.
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