Ageny contracts - between Ltd or Person?

[loneb]

There may be a opportunity for me to go perm at my current gig however the agency i am with are not keen on the move and looking for a 'finders fee' of some sort from the client or simply not allowing me to move perm.

They do have the below in my contract which of course i have signed and agreed too at the start before i ever thought of perm. This is what i believe would cause issues if i was to go perm with the client:

Non-solicitation
1. When you work on the Project you are likely to become familiar with our Confidential
Information. And you will learn about and have influence over our (or our Group
Company’s) clients, suppliers, and staff. This section is to protect the legitimate
business interests of each Party.
2. You agree not to do anything to directly compete with us while you are working on
the Project, and for 6 months after the Termination Date of the relevant Scope of
Work or this Agreement. This in addition to your other obligations under this
Agreement and any restrictions imposed on you by law.
3. You agree not to, on your own account or on behalf of any other person, firm or
company canvass, solicit the custom of, deal with, or provide services to any Client or
party with which you were involved whilst providing your Services on the Project.
This includes any person, firm or company who is or was our client or supplier, or
was in the habit of dealing with us or any Group Company.
4. Neither Party will induce or entice away any employee, worker, contractor or officer
of the other Party, who is likely to be able to assist or benefit a business in (or
proposing to be in) competition with the other Party.
5. Although the provisions above are included to protect the interests of the Parties, we
will always consider a reasonable request should you have one.


However I have just realized that the contract states the following:

This is an Agreement between AGENCY ABC and MYCOMPANY Ltd made on xxth
xxmonthxx 2015.

note - edited the above 'AGENCY ABC, MYCOMPANY and the dates for privacy.


Does this mean if i go perm with the client then this contract does not have any impact as the agreement is actually with the company (i am the sole director)? and that I (personally myself, not the ltd) are not tied to anything and free to move to the client if and when I want?

[MrMarkyMark]

Does this mean if i go perm with the client then this contract does not have any impact as the agreement is actually with the company (i am the sole director)? and that I (personally myself, not the ltd) are not tied to anything and free to move to the client if and when I want?

Go for it

[LucidDementia]

Never seen a non-compete stand up.

But then again rarely seen a ClientCo with the minerals to go there either.

[northernladuk]

You can't get out of a handcuff by trying the LTD/person argument. You are connected which is enough.
If the client wants you permie they will have to buy the agent out of the contract. Not unusual. The agent may find under pressure if the client threatens any future work though them though.

Shouldn't be too difficult to come an agreement either way so wouldn't worry too much about that aspect.

[SlipTheJab]

You can't get out of a handcuff by trying the LTD/person argument. You are connected which is enough.
If the client wants you permie they will have to buy the agent out of the contract. Not unusual. The agent may find under pressure if the client threatens any future work though them though.

Shouldn't be too difficult to come an agreement either way so wouldn't worry too much about that aspect.

Not if you close the Ltd down surely?

[northernladuk]

Not if you close the Ltd down surely?

Well that would be too easy and handcuffs would be pointless wouldn't it.

There is something called piercing the corporate veil that can see through sham arrangements like this so the element of the rule i.e. you don't go back is still valid.

https://en.wikipedia.org/wiki/Pierci...corporate_veil

[loneb]

Thank you for your responses all, does help to understand if i was thinking the right way or not.

Lets throw this a little of course.

What would happen in this situation below -

• I report directly to the head of xyz department in regards to project updates, any issues etc. The head of xyz department is a perm for the client.
• The head leaves the client and moves to a firm in Abu Dhabi.
• The head asks me to come to Abu Dhabi on a contract or perm basis for the firm in Abu Dhabi.
• I am offered the role purely for the same project as I was for the current client

In the above, how would the agency take this? If you look at point 3 below it states 'This includes any person, firm or company who is or was our client or supplier, or
was in the habit of dealing with us or any Group Company.' As the head is a person at the client i reported directly too and now wants me to come to Abu Dhabi to work with him there...would this cause issue even if it is outside the UK?



3. You agree not to, on your own account or on behalf of any other person, firm or
company canvass, solicit the custom of, deal with, or provide services to any Client or
party with which you were involved whilst providing your Services on the Project.
This includes any person, firm or company who is or was our client or supplier, or
was in the habit of dealing with us or any Group Company.

[sociopath]

Just to throw in another curve ball into the equation does thinking about going permie with the client and the client wanting you to be permie put you in the IR35 ball park?

[northernladuk]

Just to throw in another curve ball into the equation does thinking about going permie with the client and the client wanting you to be permie put you in the IR35 ball park?

Yes as you will be doing an enduring permanent role so difficult to argue you are not a disguised permie really.

There is a lot of detail we don't have to consider but if you are going to put it so simply the the simple answer is yes it puts you 'in the ball park'.

[northernladuk]

Thank you for your responses all, does help to understand if i was thinking the right way or not.

Lets throw this a little of course.

What would happen in this situation below -

• I report directly to the head of xyz department in regards to project updates, any issues etc. The head of xyz department is a perm for the client.
• The head leaves the client and moves to a firm in Abu Dhabi.
• The head asks me to come to Abu Dhabi on a contract or perm basis for the firm in Abu Dhabi.
• I am offered the role purely for the same project as I was for the current client

In the above, how would the agency take this? If you look at point 3 below it states 'This includes any person, firm or company who is or was our client or supplier, or
was in the habit of dealing with us or any Group Company.' As the head is a person at the client i reported directly too and now wants me to come to Abu Dhabi to work with him there...would this cause issue even if it is outside the UK?



3. You agree not to, on your own account or on behalf of any other person, firm or
company canvass, solicit the custom of, deal with, or provide services to any Client or
party with which you were involved whilst providing your Services on the Project.
This includes any person, firm or company who is or was our client or supplier, or
was in the habit of dealing with us or any Group Company.

Forgetting where you physically are for the moment. Where do these companies reside? Both UK and you are paid in Sterling from UK bank accounts?