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I am in Japan and I am going to sign a new contract that stipulates confidentiality, non-competition, non-solicitation, nothing else is specified. I know what that means but I don't really know what it involves for my future career if I decide to leave the startup.

They want to hire me for a very specific project in IT in Fintech.

  • Does that mean I won't be allowed to work for another company in the same field?
  • Does that mean I won't be allowed to work for another company doing the same/similar project? (in that case how much similar?)

Even if it seems very interesting, I am doubting signing such a contract. What does it mean generally? What are my options?

Of course I am gonna ask them to remove it or make it less restrictive by defining details about these terms but I'd like to know how this is handle in the real life by other people.

  • How long is the non-compete? And how much are they going to pay you during that time period? 70% of your fees? 80%? You should really talk to Japanese people about this, to see if this kind of one-sided clause is enforceable in Japan. I personally have no idea. – Stephan Branczyk Aug 1 '18 at 0:58
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For those who are unsure: a non-compete clause states that you will not work for a competing company for a certain amount of time after you have left your current company. A non-solicit clause states that if you leave for another company, you will not attempt to recruit co-workers/customers/suppliers from your current company for a certain amount of time.

The non-solicit agreement, in my experience, is pretty standard with tech companies and not something to stress out that much about. So long as you are not actively working to recruit people, you shouldn't run afoul of this rule and it shouldn't have much of an impact on your future career. Still, it would be good to more precisely define the terms (such as the duration).

According to https://www.lexology.com/library/detail.aspx?g=bbe1e4e4-585f-41b4-97c4-037448b45e36, non-compete clauses in Japan are generally not that broad, tend to cover "confidential information or business contacts", and usually last less than two years. You probably won't be banned from an entire field of work, though it's possible you might have to find a new job in a different geographical area.

But it's impossible to know without seeing the terms in the contract itself. Find out how long the non-compete clause lasts, and exactly which companies it would prevent you from working for. You can't reasonably proceed without knowing that information. But the mere fact that you are signing a non-compete clause probably isn't going to doom your future work prospects, and the non-solicit clause even less so. They are somewhat standard in a lot of places around the world.

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    This all depends on the legal system for employment law in Japan and which laws are in place - this is very specific sould this be on legal ? – Neuromancer Jul 31 '18 at 21:47
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    I know nothing about the Japanese definitions of these terms, however, in many parts of the world non-solicit may apply to employees or customers or perhaps even suppliers. – Ben Mz Jul 31 '18 at 21:56
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    @BenMz good point; I've amended my answer to include these possibilities. – TheSoundDefense Jul 31 '18 at 21:57
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    I had no doubt about the non-solicit clause but more about the non-compete one. I am gonna ask for more details in my contract. Thanks!! – Alexis_FR_JP Jul 31 '18 at 22:53
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    Non-compete usually only ever applies to very exposed or key workers, in the IT sector at least. As standard it may be in the contract most companies couldn't care less if a developer works for them or a competitor... – Laurent S. Aug 1 '18 at 11:01

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