Handcuff clause, opted in, advice required

[northernladyuk]

Hi Folks

It's been a while - I hope the old man has been behaving himself.

I am contracted thorugh my Ltd to Agency A and onwards to Client B. I have worked for Client B before and brought the work to Agency A who charge 5% (probably not relevant but context).

Agency C approached me on linkedin for a niche expertise contract role at unknown client. So niche that unknow client in Client B. I can't get this role via Agency A, and in any case I prefer to be straightforward rather than cut out Agency C. Contract with Agency A has term:

The Company agrees that, if the Client wishes to employ the
Relevant Consultant whether on a permanent basis or otherwise (or
where the Relevant Consultant is introduced to a third party), the
Employment Business is entitled to charge a fee or offer the Client an
extended period of hire for the services of the Relevant Consultant.

I tried to get it removed when signing on the grounds that I had brought them the business but they wouldn't budge so I signed rather than lose the business. I am opted in.

The clause seems vague to me (for how long does it apply, what is the fee?) Is it enforceable? I am surprised that Agency C hasn't dropped me but I am probably one of two or three PMs in the country with this niche expertise.

Views welcome, esteemed ones.

[northernladuk]

This doesn't make any sense to me at all, particularly 'So niche that unknow client in Client B. '

So you are in contract with an agent and a client. A completely new contract is on offer with a different agent and different client? Is that about right? No relation between the two? What has a paragraph about going perm with your current client got to do with anything here?

[northernladyuk]

This doesn't make any sense to me at all, particularly 'So niche that unknow client in Client B. '

So you are in contract with an agent and a client. A completely new contract is on offer with a different agent and different client? Is that about right? No relation between the two? What has a paragraph about going perm with your current client got to do with anything here?

Sorry, love. Written in a hurry on the train. Same client, new agency.

[BolshieBastard]

Sorry, love. Written in a hurry on the train. Same client, new agency.

Unless you can get the client involved regarding the 2nd role, I'd say your ufcked. The time to have fought this particular battle was before introducing the agency into the mix and signing the contract. Yep, hindsight is wonderful but thems the facts.

Personally, I dont think the first agency should have been able to insert a handcuff clause for work you brought to them but the facts remain that they were and did.

[jmo21]

You brought the work to Agent A, they wouldn't remove the clause... why not find another agent?

[northernladyuk]

Unless you can get the client involved regarding the 2nd role, I'd say your ufcked. The time to have fought this particular battle was before introducing the agency into the mix and signing the contract. Yep, hindsight is wonderful but thems the facts.

Personally, I dont think the first agency should have been able to insert a handcuff clause for work you brought to them but the facts remain that they were and did.

Cheers, bolshie. You are probably right. I wasn't going to turn down 75k of work against an unforeseen circumstance, but now the circumstance has arisen.

I am not sure I am contractually fvcked - can that clause really be specific enough to be enforceable? How much is the fee, who is the fee charged to? They are welcome to 'offer the client an extended period of hire...'

However, I am probably fvcked from a business perspective, as it may just all seem to much hassle for the new agency. But... they are very unlikely to find someone with the same niche expertise. Maybe I will put out the feelers for other clients. But there are plenty of opportunities out there at the moment.

Thanks again.

[northernladuk]

Is there anything else in your contract? I wouldn't say that is an normal handcuff clause and that is the one that will probably bite you. That one seems to set out the terms of payment should it happen but would expect there is a proper handcuff somewhere else.

There is a thread going from one of the agents asking something similar, well my answer in there is similar anyway. The handcuff is to stop you jumping ship and the first agent losing out. If that is the case then it is strongly enforceable. They will take the side of a losing party so in a case such as this if swapping agents means the first loses out it's pretty black and white.

The arguments come in a situation where the first agent cannot demonstrate he will make a loss, i.e. if the client terminates the agent relationship. There is no way that agent will ever get a penny from the client/contractor again so he is on thin ice trying to restrict trade when there is none for him.

[northernladuk]

Now stop with all this complex nonsense and get by bloody tea on woman....

[muser]

At first I wasnt sure whether this is a serious discussion. How do you explain a discussion between a northern lady, northern lad and a b/b*stard? And how does JMO fit into it??

Nevertheless, here's my 2 pence' worth -

As the role is not available through Agency A, I do not see how they can successfully argue about loss of income and therefore enforce the clause. Upon discovering who the end client is, it might have been helpful to have an email exchange with Agency A confirming that they are not aware of the role (or can't broker it).

I'm with N/LadyUK on this. The scenario is not desirable but there is nothing enforceable to be worried about. If Agency A decides to kick up a fuss, they would probably lose and sour their relationship with the client.

[northernladuk]

At first I wasnt sure whether this is a serious discussion. How do you explain a discussion between a northern lady, northern lad and a b/b*stard? And how does JMO fit into it??

He is our gimp.