Catch-22 situation: Opportunity vs Conflict of interest clause

[amcheeseus]

Hi,

For the last of couple of years I have been working for the same client under a consulting contract with a UK based agency. Outside of this contract I have developed a piece of software which my client is quite interested in. To be able to sell this piece of software and sign-up support contracts I need to form my own company first. However my consulting contract says that I must get a written consent from the "Agency and/or Client" before taking up directorship of a company which in agency's opinion could create a conflict of interest with their consulting contract signed with me.
I can't sell the software to the client before opening my company. On the other hand if I inform the agency about my plans they could potentially open a can of *worms* and potentially claim that the support contract with my company is under their services contract, etc., etc.?

How far the law goes on these aspects? Any advises on how to approach this situation?

Cheers!

[The Agents View]

Hi,

For the last of couple of years I have been working for the same client under a consulting contract with a UK based agency. Outside of this contract I have developed a piece of software which my client is quite interested in. To be able to sell this piece of software and sign-up support contracts I need to form my own company first. However my consulting contract says that I must get a written consent from the "Agency and/or Client" before taking up directorship of a company which in agency's opinion could create a conflict of interest with their consulting contract signed with me.
I can't sell the software to the client before opening my company. On the other hand if I inform the agency about my plans they could potentially open a can of *worms* and potentially claim that the support contract with my company is under their services contract, etc., etc.?

How far the law goes on these aspects? Any advises on how to approach this situation?

Cheers!

I can't see the issue, unless the company sells software??

It's not as if you're opening an agency that will compete and steal their clients??

[nomadd]

On the other hand if I inform the agency about my plans they could potentially open a can of *worms* and potentially claim that the support contract with my company is under their services contract, etc., etc.?

How far the law goes on these aspects? Any advises on how to approach this situation?

Cheers!

Highly unlikely any agency would kick up a fuss and damage their reputation with the client. Still, I'd get something in writing anyhow, just to be on the safe side. As long as you are satisfying your current contract obligations, you are fine.

[Wanderer]

my consulting contract says that I must get a written consent from the "Agency and/or Client" before taking up directorship of a company which in agency's opinion could create a conflict of interest with their consulting contract signed with me.

Do what ever you like and don't tell the agency, it's none of their business.

I presume you are working through an umbrella at the moment? Just form your new company, tell the agency you are now LTD and will give notice on the umbrella contract and start a new one under the LTD company. Get the contract reviewed for IR35 and you can pay a lot less tax than under the umbrella.

I can't sell the software to the client before opening my company. On the other hand if I inform the agency about my plans they could potentially open a can of *worms* and potentially claim that the support contract with my company is under their services contract, etc., etc.?

Sell the software to the client for £XXXX and including a 12 month support contract for "free".

That's what I'd try and do anyway, but you should probably get some professional advice on this rather than listen to people like me.

The first timers guide on this website has some good information. For actually getting things up and running I recommend that you check out the PCG because they can get you everything in one package to get you started or at least give you an idea of what insurance etc you need in place to run your own company.