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I was reviewing a contract before signing and found this clause:

4.1 Subject to clause 4.3, during the course of your employment you shall not, except as a representative of the Company or with the prior written approval of your Line Manager and a Director, whether paid or unpaid, be directly or indirectly engaged, concerned or have any direct financial interest in any capacity in any other business, trade, profession or occupation (or the setting up of any business, trade, profession or occupation).

I have queried about this clause (standard conflict of interest clause seems more appropriate than this which I believe is excessive) and I was told that this only applies to "core working hours" (somehow including holidays/leave) and anything I do out of that time does not fall under this clause.

I am concerned because, to me, this clause doesn't say anything about time, it just says "during the course of your employment", which essentially means "24/7 from the start of your employment until the end"

Can anyone confirm one way or the other?

Although not directly relevant to my question, here's the rest of clause 4:

4.2 Notwithstanding clause 4.1, you may hold an investment by way of shares or other securities of not more than 5% of the total issues share capital of any company (whether of not it is listed or dealt in on a recognised stock exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by the Company.

4.3 You agree to disclose to the Company any matters relating to your spouse or civil partner which may, in the reasonable opinion of the Company, be considered to interfere, conflict or compete with the proper performance of your obligations under this agreement.

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    I'm not fluent in legalese, but wouldn't the wording used also forbid owning stock of another company that subsequently pays you dividends? That would be quite an extreme prohibition. – Juha Untinen Feb 20 at 11:21
  • @Bill It may just be a standard thing so since re-writing the contract almost certainly would be more cumbersome, just ask them about this in writing and keep that reply of them confirming what you ve already been told for any potential future purpose. – Leon Feb 20 at 11:24
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    Out of curiosity, what does clause 4.3 say? – Peter M Feb 20 at 11:38
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    +1 PeterM - But not out of curiosity; 4.3 is directly relevant to 4.1 referenced in your question – Justin Feb 20 at 13:18
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    HR department or whoever is responsible for hiring you would suffice I imagine. If they re not accountable to make such guarantees then they should be the ones forwarding your mail to the correct person. – Leon Feb 20 at 15:02
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Yes, this also applies to outside hours. It's while you are employed, which is not just working hours.

What you were told is wrong, you need to ask approval from the compliance office (or manager, depends on the company) if you can participate in these external activities, even if it's voluntary for a homeless shelter as their accountant (for instance).

  • It's an occupation if you are their accountant. – Matthieu Brucher Feb 20 at 15:14
  • Great answer (and upvoted)! But, you should be answering it, or, rather, the OP should have asked it, where it belongs, on law.stackexchange.com – Mawg Feb 21 at 8:07
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    Also, @Bill, you are in the UK, not the USA, so don't sign this crap. If they insist, then you don't want to work for them anyway, so go to one of the 99.999999999999999999% of UK companies who do not claim to own you, body and soul – Mawg Feb 21 at 8:08
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    @Mawg my bad, I had seen other, similar questions on this stackexchange.. – Bill Feb 21 at 10:04
  • So is this for a bank? As I've said, the par on financial conflicts of interest is standard and it's also a protection for you. The non financial part is a little bit dubious and you should try to negociate this out of the contract. – Matthieu Brucher Feb 21 at 10:10
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This clause effectively forbids you from doing anything, ANYTHING, with any other company. You cannot, for example, own shares in another company.

The above is a nonsense interpretation - it's far to broad, as noted by Juha. The remainder of section 4, especially clause 4.3 will clarify the intent of this clause (4.1), which most likely just means you can't do any paid or unpaid work for anyone (company) else. As @Matthieu Brucher notes above, the hours are irrelevant.

As explicitly stated, the way round it is to request explicit written consent (email will do) for your Saturday afternoon helping in the charity shop, or doing the website for Uncle Frank's online basket weaving shop. If you're sufficiently junior, you'll probably also not be refused permission for another part-time job, providing it's not a competitor or will impair your performance (no all-night coding).

I should probably learn brevity, but (as with any other contract), you can't take a section in isolation and state "this means x".

  • Well, he can volunteer at a homeless shelter, play music in a band... and no need to ask the manager. It's only finance related. – Matthieu Brucher Feb 20 at 14:34
  • @MatthieuBrucher clause 4.1 includes "...whether paid or unpaid..." - this affects voluntary work as well. Anything relating to a "business, trade, profession or occupation" – Bill Feb 20 at 14:40
  • The relevant part is "be directly or indirectly engaged, concerned or have any direct financial interest in any capacity". – Matthieu Brucher Feb 20 at 14:42
  • They cannot ask you to disclose everything of what you are doing, the occupations you have. That would be a gross breach of privacy. But they can ask for this because of conflict of interest (I guess the contract is either for a bank or a hedge fund or a fintech). – Matthieu Brucher Feb 20 at 14:44
  • Actually they can owner shares, but not more than 5% which would be a controlling interest, not majority, but enough to have votes. – Bill Leeper Feb 20 at 22:44

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