Since the start of 2017, I have worked as an independent contractor at an agency that contracts out technical consulting work. I also freelance in my off hours and on my weekends. I have some rare skills that are in great demand, and I charge a very high rate for freelancing. However for my work through the agency, they cap my rate at a figure that is a half to a third of what I get freelancing.
Even though I realised I was massively underpaid for my agency work, I stuck it out because I had signed a contract that ran until the end of 2017. However, at the start of November, I met with my boss and the CEO and told them that I would leave unless they paid something comparable to I was getting from freelancing. They did not agree. I verbally agreed to work part-time for a month or two in early 2018 to smooth out the transition, and also introduced them to a potential replacement (who has skills that are worth what they are paying, but lacks my technical knowledge). I think they are holding out hope that they can find someone else with my skills who is willing to work for what I was. But with the way the industry is going, this is going to be extremely difficult now.
Anyway, on the evening of my second last day at work in 2017, I got a huge shock. The agency gave me a copy of a new employment contract to sign that was different in many ways to the old one. Specifically, the new clauses are:
It contained a non-dealing clause that specifically mentioned that it would be enforceable even after I quit working for them (with no expiry period). The previous contract had no restrictive covenants at all.
It stated that I could only make contact with clients using my company email / phone number, on pain of huge damages. I cannot do this because I need to use cloud services (that I pay for out of my own pocket) in order for our clients to access files that are too large to send by email. And the phone that my company provides is antiquated, so I always use my own phone with a different number.
It extended the notice period that I need to give when making changes to my availability (or terminating the contract), from 3 weeks to 2 months.
It gives the company intellectual property rights to anything I develop for their clients.
It requires me to document the progress of my work using an in-house developed system that is inferior to the freeware that I currently use. In order to do my job properly, I would need to keep using the freeware on top of their in-house software. In other words, I would need to document everything twice.
Any of these 5 clauses on their own would be deal-breakers for me.
I emailed my boss about it, spelled out my concerns and asked to have a meeting on the last day of work in 2017. He did not reply until the evening, when he said he was having a day off work. He asked me to talk about the contract next year.
Since then I've logged into their online scheduling system and seen that they have given me a part-time schedule of work in January (taking advance payments from clients) even though I am not under contract then any more. About half of these jobs are things that no-one else at the agency would have the technical knowledge to do. For the other half, they probably couldn't find another person to do it at short notice because we are stretched thin. In other words, if I don't work for them this month, they will have egg on their face from having to cancel jobs on clients (who could sue if they really wanted to).
My previous contract said nothing about providing notice of renewal or non-renewal of contract, so legally I would be fine if I refused to renew the contract. But ethically and professionally, would this be right?
Part of me thinks that this situation is their fault for springing the clauses on me at the last minute. I think the post-termination non-dealing clause is stupid because the agency has many clients with technical requirements that only I can satisfy (apart from knowledge, I have invested in hardware and software to be able to do this). If I leave then then the agency will lose their business anyway.
What should I do?
Also, I would like to leave this company on good terms and get a good reference from them.