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What is meant by having these in a contract for restraint of trade?














0















Asking for a friend:



Sorry if this is off topic.



I am employed as a consultant and there is a clause in my contract that is unclear to me.



I've included the entire section for reference but the parts I don't understand are in bold.




12 RESTRAINT OF TRADE



12.1 COMPANY_NAME has built a solid reputation for the quality of service and reliability of supply for information technology
professional services. Accordingly, you acknowledges that it is fair
and reasonable to enter the following covenants to protect the
goodwill of COMPANY_NAME.



12.2 You must not, in any capacity (including as Consultant, independent contractor, consultant, principal, agent, director, joint
venture, partner, trustee, beneficiary), directly or indirectly:



12.2.1 During the Restraint Period and in the Restraint Area, for any reason, perform work for, or provide services to, or attempt to
solicit the business of the Client or any person or entity who was a
client of COMPANY_NAME, or any of its related entities, and with whom
you had direct dealings in the last 12 months of your employment with
COMPANY_NAME. Reference to “client” in this clause, as it relates to
federal and state governments, will be limited to actual departments
or divisions of governments who were customers of COMPANY_NAME in the
last 12 months of your employment with COMPANY_NAME.



12.2.2 During the Restraint Period, encourage or attempt to solicit any Consultant, employee or independent contractor who provides, or
provided, services to COMPANY_NAME, and related entities, and with
whom you had direct dealings in the last 12 months of your employment
with COMPANY_NAME, to cease being employed by COMPANY_NAME.



12.3 For the purposes of clause 12.2, the Restraint Period is each of the following periods after termination of your employment with
COMPANY_NAME:



12.3.1 12 months;



12.3.2 6 months;



12.3.3 3 months.



12.4 For the purposes of clause 12.2, the Restraint Area is each of the following areas:



12.4.1 Within the State of the premises at which you were primarily employed;



12.4.2 Within 50 kilometres of the premises at which you were primarily employed; and



12.4.3 Within 15 kilometres of the premises at which you were primarily employed.



12.5 Each of these separate provisions operates concurrently and independently.



12.6 If any separate provision referred to in this clause is unenforceable, illegal or void, that provision is severed and the
other provisions remain in force.



12.7 If any separate provision in this clause is unenforceable, illegal or void in a jurisdiction but not in another jurisdiction,
then that provision is severed only in respect of the operation of
this Agreement in the jurisdiction where it is unenforceable, illegal
or void.




My understanding is obviously they don't want me being poached by the client but the time and distance factors are unclear. Does this mean I can't even work in the same city as the client for up to 12 months? (ridiculous I know but thats what it looks like they are trying to do). 12.6 and 12.7 almost looks as if they're just fishing to see if any of these are invalid then the next one down will apply. How should I interpret this?



The country is Australia.



Thanks.









share







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    0















    Asking for a friend:



    Sorry if this is off topic.



    I am employed as a consultant and there is a clause in my contract that is unclear to me.



    I've included the entire section for reference but the parts I don't understand are in bold.




    12 RESTRAINT OF TRADE



    12.1 COMPANY_NAME has built a solid reputation for the quality of service and reliability of supply for information technology
    professional services. Accordingly, you acknowledges that it is fair
    and reasonable to enter the following covenants to protect the
    goodwill of COMPANY_NAME.



    12.2 You must not, in any capacity (including as Consultant, independent contractor, consultant, principal, agent, director, joint
    venture, partner, trustee, beneficiary), directly or indirectly:



    12.2.1 During the Restraint Period and in the Restraint Area, for any reason, perform work for, or provide services to, or attempt to
    solicit the business of the Client or any person or entity who was a
    client of COMPANY_NAME, or any of its related entities, and with whom
    you had direct dealings in the last 12 months of your employment with
    COMPANY_NAME. Reference to “client” in this clause, as it relates to
    federal and state governments, will be limited to actual departments
    or divisions of governments who were customers of COMPANY_NAME in the
    last 12 months of your employment with COMPANY_NAME.



    12.2.2 During the Restraint Period, encourage or attempt to solicit any Consultant, employee or independent contractor who provides, or
    provided, services to COMPANY_NAME, and related entities, and with
    whom you had direct dealings in the last 12 months of your employment
    with COMPANY_NAME, to cease being employed by COMPANY_NAME.



    12.3 For the purposes of clause 12.2, the Restraint Period is each of the following periods after termination of your employment with
    COMPANY_NAME:



    12.3.1 12 months;



    12.3.2 6 months;



    12.3.3 3 months.



    12.4 For the purposes of clause 12.2, the Restraint Area is each of the following areas:



    12.4.1 Within the State of the premises at which you were primarily employed;



    12.4.2 Within 50 kilometres of the premises at which you were primarily employed; and



    12.4.3 Within 15 kilometres of the premises at which you were primarily employed.



    12.5 Each of these separate provisions operates concurrently and independently.



    12.6 If any separate provision referred to in this clause is unenforceable, illegal or void, that provision is severed and the
    other provisions remain in force.



    12.7 If any separate provision in this clause is unenforceable, illegal or void in a jurisdiction but not in another jurisdiction,
    then that provision is severed only in respect of the operation of
    this Agreement in the jurisdiction where it is unenforceable, illegal
    or void.




    My understanding is obviously they don't want me being poached by the client but the time and distance factors are unclear. Does this mean I can't even work in the same city as the client for up to 12 months? (ridiculous I know but thats what it looks like they are trying to do). 12.6 and 12.7 almost looks as if they're just fishing to see if any of these are invalid then the next one down will apply. How should I interpret this?



    The country is Australia.



    Thanks.









    share







    New contributor




    solarflare is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
    Check out our Code of Conduct.






















      0












      0








      0








      Asking for a friend:



      Sorry if this is off topic.



      I am employed as a consultant and there is a clause in my contract that is unclear to me.



      I've included the entire section for reference but the parts I don't understand are in bold.




      12 RESTRAINT OF TRADE



      12.1 COMPANY_NAME has built a solid reputation for the quality of service and reliability of supply for information technology
      professional services. Accordingly, you acknowledges that it is fair
      and reasonable to enter the following covenants to protect the
      goodwill of COMPANY_NAME.



      12.2 You must not, in any capacity (including as Consultant, independent contractor, consultant, principal, agent, director, joint
      venture, partner, trustee, beneficiary), directly or indirectly:



      12.2.1 During the Restraint Period and in the Restraint Area, for any reason, perform work for, or provide services to, or attempt to
      solicit the business of the Client or any person or entity who was a
      client of COMPANY_NAME, or any of its related entities, and with whom
      you had direct dealings in the last 12 months of your employment with
      COMPANY_NAME. Reference to “client” in this clause, as it relates to
      federal and state governments, will be limited to actual departments
      or divisions of governments who were customers of COMPANY_NAME in the
      last 12 months of your employment with COMPANY_NAME.



      12.2.2 During the Restraint Period, encourage or attempt to solicit any Consultant, employee or independent contractor who provides, or
      provided, services to COMPANY_NAME, and related entities, and with
      whom you had direct dealings in the last 12 months of your employment
      with COMPANY_NAME, to cease being employed by COMPANY_NAME.



      12.3 For the purposes of clause 12.2, the Restraint Period is each of the following periods after termination of your employment with
      COMPANY_NAME:



      12.3.1 12 months;



      12.3.2 6 months;



      12.3.3 3 months.



      12.4 For the purposes of clause 12.2, the Restraint Area is each of the following areas:



      12.4.1 Within the State of the premises at which you were primarily employed;



      12.4.2 Within 50 kilometres of the premises at which you were primarily employed; and



      12.4.3 Within 15 kilometres of the premises at which you were primarily employed.



      12.5 Each of these separate provisions operates concurrently and independently.



      12.6 If any separate provision referred to in this clause is unenforceable, illegal or void, that provision is severed and the
      other provisions remain in force.



      12.7 If any separate provision in this clause is unenforceable, illegal or void in a jurisdiction but not in another jurisdiction,
      then that provision is severed only in respect of the operation of
      this Agreement in the jurisdiction where it is unenforceable, illegal
      or void.




      My understanding is obviously they don't want me being poached by the client but the time and distance factors are unclear. Does this mean I can't even work in the same city as the client for up to 12 months? (ridiculous I know but thats what it looks like they are trying to do). 12.6 and 12.7 almost looks as if they're just fishing to see if any of these are invalid then the next one down will apply. How should I interpret this?



      The country is Australia.



      Thanks.









      share







      New contributor




      solarflare is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
      Check out our Code of Conduct.












      Asking for a friend:



      Sorry if this is off topic.



      I am employed as a consultant and there is a clause in my contract that is unclear to me.



      I've included the entire section for reference but the parts I don't understand are in bold.




      12 RESTRAINT OF TRADE



      12.1 COMPANY_NAME has built a solid reputation for the quality of service and reliability of supply for information technology
      professional services. Accordingly, you acknowledges that it is fair
      and reasonable to enter the following covenants to protect the
      goodwill of COMPANY_NAME.



      12.2 You must not, in any capacity (including as Consultant, independent contractor, consultant, principal, agent, director, joint
      venture, partner, trustee, beneficiary), directly or indirectly:



      12.2.1 During the Restraint Period and in the Restraint Area, for any reason, perform work for, or provide services to, or attempt to
      solicit the business of the Client or any person or entity who was a
      client of COMPANY_NAME, or any of its related entities, and with whom
      you had direct dealings in the last 12 months of your employment with
      COMPANY_NAME. Reference to “client” in this clause, as it relates to
      federal and state governments, will be limited to actual departments
      or divisions of governments who were customers of COMPANY_NAME in the
      last 12 months of your employment with COMPANY_NAME.



      12.2.2 During the Restraint Period, encourage or attempt to solicit any Consultant, employee or independent contractor who provides, or
      provided, services to COMPANY_NAME, and related entities, and with
      whom you had direct dealings in the last 12 months of your employment
      with COMPANY_NAME, to cease being employed by COMPANY_NAME.



      12.3 For the purposes of clause 12.2, the Restraint Period is each of the following periods after termination of your employment with
      COMPANY_NAME:



      12.3.1 12 months;



      12.3.2 6 months;



      12.3.3 3 months.



      12.4 For the purposes of clause 12.2, the Restraint Area is each of the following areas:



      12.4.1 Within the State of the premises at which you were primarily employed;



      12.4.2 Within 50 kilometres of the premises at which you were primarily employed; and



      12.4.3 Within 15 kilometres of the premises at which you were primarily employed.



      12.5 Each of these separate provisions operates concurrently and independently.



      12.6 If any separate provision referred to in this clause is unenforceable, illegal or void, that provision is severed and the
      other provisions remain in force.



      12.7 If any separate provision in this clause is unenforceable, illegal or void in a jurisdiction but not in another jurisdiction,
      then that provision is severed only in respect of the operation of
      this Agreement in the jurisdiction where it is unenforceable, illegal
      or void.




      My understanding is obviously they don't want me being poached by the client but the time and distance factors are unclear. Does this mean I can't even work in the same city as the client for up to 12 months? (ridiculous I know but thats what it looks like they are trying to do). 12.6 and 12.7 almost looks as if they're just fishing to see if any of these are invalid then the next one down will apply. How should I interpret this?



      The country is Australia.



      Thanks.







      employment australia





      share







      New contributor




      solarflare is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
      Check out our Code of Conduct.










      share







      New contributor




      solarflare is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
      Check out our Code of Conduct.








      share



      share






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      solarflare is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
      Check out our Code of Conduct.






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      Check out our Code of Conduct.




















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