"Exclusivity" clause

**NCOTBAC** · 27 June 2019, 15:44

One note from it is the comments around timescales and enforceability. Your one doesn't mention timescales but mentions 'particular work' so a little different.

I think context is important here and there is none. I assume from that your client is a supplier of services to their customer. I read in the exclusivity clause is there to stop you supplying similar services for another client to the same customer in the same work area. I'd expect to see this in a contract where there are a few consortiums of companies trying to win large tenders, not smaller client/customer engagements.

The fact it states 'in respect of the particular work proposed for the particular Customer' reads to me it's just about this piece of work and not the broader explanation you've mentioned. I'd have expected 3.3 to cover it off and that's a more standard and better explained clause so needs further investigation.

You really need to go back to whoever has supplied you the contract thought. They will know the situation and why that clause is in. They'll explain it to you in detail and then you can make a decision. We can take an educated guess.

**Lance** · 27 June 2019, 18:29

Originally posted by thewanderer View Post

Hello,

Got a question about a clause in the headline contract I am working under (with a subservient "task specification").

"3 Specified Service

3.1 The Supplier shall provide the Specified Service to the Client subject to the terms of this Agreement.

3.2 By agreeing to undertake a Specified Service with the Client, the Supplier indicates exclusive participation with the Client in respect of the particular work proposed for the particular Customer.

3.3 The Supplier agrees to perform the Specified Service at the location specified in the Task Specification (if any), on an exclusive basis for the Client. In this respect the Supplier undertakes that they will not contract to the Customer either directly or indirectly, including through an agency or other third party, on this Customer Project Title for the period of this agreement and for a period of 3 months thereafter, unless the Supplier has first obtained permission in writing from the Client."

Does this mean that I can't get ANY OTHER WORK with other companies, or does it mean that I am just tied to going through the "Client" to do work for the end "Customer" (which I am fine with - kind of an "anti poaching clause"?

Thank you for any help / guidance on the way forward....

it looks fine to me.
You can't go direct to the client, or through another agency on this project for the contract period + 3 months.
Seems a very reasonable clause.

You can work for any other company, but not whilst on the client's site.
You can work for the same client on another project direct or thorugh a different agemcy.

The only issue I see here is the fact that it changes from client to customer part way through so might be unenforceable. But I doubt that.

EDIT: As NCOTBAC noted, the customer may be different to the client. Is the customer deifned earlier in the contarct as a seperate entity? Either way it's still not a big issue IMO as it's limited to the single project.

**thewanderer** · 27 June 2019, 20:48

Originally posted by NCOTBAC View Post

I think context is important here and there is none. I assume from that your client is a supplier of services to their customer. I read in the exclusivity clause is there to stop you supplying similar services for another client to the same customer in the same work area. I'd expect to see this in a contract where there are a few consortiums of companies trying to win large tenders, not smaller client/customer engagements.

The fact it states 'in respect of the particular work proposed for the particular Customer' reads to me it's just about this piece of work and not the broader explanation you've mentioned. I'd have expected 3.3 to cover it off and that's a more standard and better explained clause so needs further investigation.

You really need to go back to whoever has supplied you the contract thought. They will know the situation and why that clause is in. They'll explain it to you in detail and then you can make a decision. We can take an educated guess.

I am Ltd Company.

I supply services to Client (several hundred people)

Client supplies services to Customer (several thousand people)

Several companies supply services to Customer as they are very large. I think they don't want me to bypass them (Client) or do same services through another "middle company" for less money.

**Lance** · 28 June 2019, 07:53

Originally posted by thewanderer View Post

I am Ltd Company.

I supply services to Client (several hundred people)

Client supplies services to Customer (several thousand people)

Several companies supply services to Customer as they are very large. I think they don't want me to bypass them (Client) or do same services through another "middle company" for less money.

which is fair and reasonable.
You can do that for a different project though, hence why I say this is a reasonable clause.

PS. If you go and do it for another client you want MORE money not less. Noob mistake.

**thewanderer** · 28 June 2019, 11:33

Originally posted by Lance View Post

which is fair and reasonable.
You can do that for a different project though, hence why I say this is a reasonable clause.

PS. If you go and do it for another client you want MORE money not less. Noob mistake.

I've only been contracting since 2006.

I meant more for me, the Customer pays less. Win win. Except for this clause.

I do genuinely thank you for your help.

Cheers.

"Exclusivity" clause