Contractual clauses :- non-solicitation
Hi,
Do excuse me if I've miss posted here but this seems the best place for my question and also I ask for forgiveness that my post is a little hard to read - but I do not want to give names here.
I work through an umbrella arrangement and I've recently finished a contract for with company (a) through Agency (b). That particular client (a) has outsourced it's services to company (c) allowing my contract with company (a) to complete on time - all good with no problems so far
I have now been asked by company (c) to do some additional work for them direct via my own arrangements and not using Agency (b) as it is their practise to work direct. I have been asked to do a piece of project work on a totally separate site with absolutely no involvement whatsoever with company (a) or any services that company (b) provide company (a).
Now Agency (b) has heard I have been asked to do some additional work and is obviously feeling a little "butt" hurt that it no longer has a contractor presence at company (a) and has advised me that should I do any work direct to company (c) that it will sue my umbrella quoting this clause:-
"As stated in the Agreement, Clause xx(x), xxxxx require a transfer fee of 25% of remuneration in order to satisfy and release our Supplier/Representative from our non-solicitation clause;"
The particular clause states :-
"you shall procure that the Representative shall not during the Assignment Period or thereafter for a period of 12 months with the relevant Client either directly or indirectly (whether under a contract of services or contract of services of through any third party) provide any services to the Client in any capacity except by contract through us unless you shall have first paid to us a fee of 25% of the total remuneration including the value of benefits attributed by HM Revenue & Customs agreed to be paid or provided by the Client for the relevant period of provision of such services (but not exceeding 12 months) plus VAT"
For information purposes the "Client" in this case is contractually named as company (a) and the contract has no mention whatsoever of company (c) as the contract was instigated prior to any outsourcing and whilst those negotiations took place to secure such an arrangement between the two companies, there was indeed renewals and contracts signed between Agency (b) and my umbrella - and I have had no communication of a contract change.
So where do I and in particular the umbrella stand? And would it make any difference should I do this additional work (it's not much; a month at most) using an different umbrella?
My first reaction to this was that I was furious and penned an email with words containing "scaremongering", "harassment" and "none of your concern"; they were demanding names of contacts at company (c) and using language such as "prevent potential penalties" to you and your umbrella. Needless to say, I didn't send it but chose to pursue the details of any fees involved. I'd not mind if I or company (b) were being underhanded in any way but it's a totally unrelated piece of work for themselves and another of their clients and nothing to do with company (a).
Thanks in advance for any assistance with this and sorry its a little long winded!
B/Ice
Do excuse me if I've miss posted here but this seems the best place for my question and also I ask for forgiveness that my post is a little hard to read - but I do not want to give names here.
I work through an umbrella arrangement and I've recently finished a contract for with company (a) through Agency (b). That particular client (a) has outsourced it's services to company (c) allowing my contract with company (a) to complete on time - all good with no problems so far
I have now been asked by company (c) to do some additional work for them direct via my own arrangements and not using Agency (b) as it is their practise to work direct. I have been asked to do a piece of project work on a totally separate site with absolutely no involvement whatsoever with company (a) or any services that company (b) provide company (a).
Now Agency (b) has heard I have been asked to do some additional work and is obviously feeling a little "butt" hurt that it no longer has a contractor presence at company (a) and has advised me that should I do any work direct to company (c) that it will sue my umbrella quoting this clause:-
"As stated in the Agreement, Clause xx(x), xxxxx require a transfer fee of 25% of remuneration in order to satisfy and release our Supplier/Representative from our non-solicitation clause;"
The particular clause states :-
"you shall procure that the Representative shall not during the Assignment Period or thereafter for a period of 12 months with the relevant Client either directly or indirectly (whether under a contract of services or contract of services of through any third party) provide any services to the Client in any capacity except by contract through us unless you shall have first paid to us a fee of 25% of the total remuneration including the value of benefits attributed by HM Revenue & Customs agreed to be paid or provided by the Client for the relevant period of provision of such services (but not exceeding 12 months) plus VAT"
For information purposes the "Client" in this case is contractually named as company (a) and the contract has no mention whatsoever of company (c) as the contract was instigated prior to any outsourcing and whilst those negotiations took place to secure such an arrangement between the two companies, there was indeed renewals and contracts signed between Agency (b) and my umbrella - and I have had no communication of a contract change.
So where do I and in particular the umbrella stand? And would it make any difference should I do this additional work (it's not much; a month at most) using an different umbrella?
My first reaction to this was that I was furious and penned an email with words containing "scaremongering", "harassment" and "none of your concern"; they were demanding names of contacts at company (c) and using language such as "prevent potential penalties" to you and your umbrella. Needless to say, I didn't send it but chose to pursue the details of any fees involved. I'd not mind if I or company (b) were being underhanded in any way but it's a totally unrelated piece of work for themselves and another of their clients and nothing to do with company (a).
Thanks in advance for any assistance with this and sorry its a little long winded!
B/Ice
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