Hi there.
Here's the situation:
I am a contractor working with my own ltd company for a large agency.
My current contract is for a services company.
I never goto this companies office I am based at home or on their own customers sites.
One regular customer advertised a perminant role that I thought would be a great career move.
This role was advertised to market, externally. The role is not the same role I am doing as part of my work with the services company, its a senior managment role.
I applied, interviewed and have been transparent with thie company that has the role available.
I got offered the job, subject to the clauses in my contract with the agency.
I am keen for any input to allow me to escape this clause without paying the 20% fee to the agency.
Could I just dissolve the ltd company and walk away?
I've renamed the clause numbers and agency name to protect the innocent, they
CONTRACT DETAILS:
The "contractor" is me, by name.
99. Non-solicitation of Client
99.1 Throughout the Assignment Term and for a period of 6 months afterwards the Contractor will not and will procure
that the Personnel will not, other than with the written consent of AGENCY X, provide services similar to
the Services or any information technology related services in any capacity either directly or indirectly to:
99.1.1 the Client;
99.1.2 to any of the Client’s subsidiary or associate companies in respect of which it provided Services during
the Assignment Term; and
99.1.3 to any Customer of the Client with whom the Contractor has had direct dealings with (including in the
provision of Services) during the Assignment.
99.2 The Contractor shall not discourage the Client from dealing with AGENCY X.
99.3 The Contractor acknowledges and agrees that:
99.3.1 each of the sub-paragraphs contained in Clause 99.1 constitutes an entirely separate, severable and
independent covenant and restriction, which may be enforced by AGENCY X;
99.3.2 the duration, extent and application of each of the restrictions contained in Clause 99.1 are fair,
reasonable and necessary for the protection of the goodwill and business interests of AGENCY X.
99.4 In the event of a breach of clause 99.1 by the Contractor, a fee in the amount of 20% of the annual emoluments
payable to the Contractor shall become immediately payable by the Contractor to AGENCY X. This fee
represents a genuine pre-estimate of the loss that would be suffered by AGENCY X as a result of a breach of
this clause.
99.5 If before the first Assignment, during the course of an Assignment or within 6 months of the end of the Assignment
the Client wishes to employ the Contractor or Personnel direct or through another employment business, the
Contractor acknowledges that AGENCY X will be entitled to charge the Client a fee. In addition AGENCY X will be entitled to charge a fee to the Client if the Client introduces the Contractor/Personnel to a third
party who subsequently engages the Contractor/Personnel.
Here's the situation:
I am a contractor working with my own ltd company for a large agency.
My current contract is for a services company.
I never goto this companies office I am based at home or on their own customers sites.
One regular customer advertised a perminant role that I thought would be a great career move.
This role was advertised to market, externally. The role is not the same role I am doing as part of my work with the services company, its a senior managment role.
I applied, interviewed and have been transparent with thie company that has the role available.
I got offered the job, subject to the clauses in my contract with the agency.
I am keen for any input to allow me to escape this clause without paying the 20% fee to the agency.
Could I just dissolve the ltd company and walk away?
I've renamed the clause numbers and agency name to protect the innocent, they
CONTRACT DETAILS:
The "contractor" is me, by name.
99. Non-solicitation of Client
99.1 Throughout the Assignment Term and for a period of 6 months afterwards the Contractor will not and will procure
that the Personnel will not, other than with the written consent of AGENCY X, provide services similar to
the Services or any information technology related services in any capacity either directly or indirectly to:
99.1.1 the Client;
99.1.2 to any of the Client’s subsidiary or associate companies in respect of which it provided Services during
the Assignment Term; and
99.1.3 to any Customer of the Client with whom the Contractor has had direct dealings with (including in the
provision of Services) during the Assignment.
99.2 The Contractor shall not discourage the Client from dealing with AGENCY X.
99.3 The Contractor acknowledges and agrees that:
99.3.1 each of the sub-paragraphs contained in Clause 99.1 constitutes an entirely separate, severable and
independent covenant and restriction, which may be enforced by AGENCY X;
99.3.2 the duration, extent and application of each of the restrictions contained in Clause 99.1 are fair,
reasonable and necessary for the protection of the goodwill and business interests of AGENCY X.
99.4 In the event of a breach of clause 99.1 by the Contractor, a fee in the amount of 20% of the annual emoluments
payable to the Contractor shall become immediately payable by the Contractor to AGENCY X. This fee
represents a genuine pre-estimate of the loss that would be suffered by AGENCY X as a result of a breach of
this clause.
99.5 If before the first Assignment, during the course of an Assignment or within 6 months of the end of the Assignment
the Client wishes to employ the Contractor or Personnel direct or through another employment business, the
Contractor acknowledges that AGENCY X will be entitled to charge the Client a fee. In addition AGENCY X will be entitled to charge a fee to the Client if the Client introduces the Contractor/Personnel to a third
party who subsequently engages the Contractor/Personnel.
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