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I'm a software developer under a non-compete from a company from which I've already resigned. The terms prevent me from working for a competitor and from encouraging clients to dis-engage from the company.

One of the clients already dis-engaged from the company (which was nothing to do me), then called me up and asked if I'd be happy to build them their own software. There would be common elements to the last piece of software I built but it would be built from scratch in a different programming language and they wouldn't sell it on - just use it within their business.

I don't think this clashes with any of the terms of my non-compete because they're not a competitor and I didn't encourage them to break with my previous company.

A representative from my previous company has said that they will warn my potential future employer of the risks that they face by employing me.

Is this all just scare tactics or do they have a point?

Edit: The nature of the non-compete seems quite clear:

  1. don't share the company's IP (including software)
  2. don't work (under any guise) for a competitor
  3. don't encourage clients to leave

There is no mention of not working for clients.

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  • 1
    Why the downvote? Sep 2, 2019 at 11:18
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    It will depend on the nature of the non-compete. Some contracts disallow you from working with clients, not just competitors. Sep 2, 2019 at 11:21
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    You need to consult with an attorney in your jurisdiction. There are some places where non-competes are unenforceable, and others where they're completely valid. Your previous employer's threats of warning future employers are also worth asking an attorney about - if they were to make good on such threats, that may be actionable in some jurisdictions as well (not to mention being downright unprofessional).
    – alroc
    Sep 2, 2019 at 12:18
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    You need to specify your country/state as this will vary massively around the world
    – mattumotu
    Sep 2, 2019 at 13:41
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    It sounds like there are multiple questions. 1) Is the non compete enforceable (depends on the contract and your country) 2) If yes: Is the proposed action a violation (depends on the scenario and terms) 3) Is you ex-employer acting sensibly (and legally) with their threats against your future employer.
    – mattumotu
    Sep 2, 2019 at 13:44

2 Answers 2

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That would be a case for a law expert who can take a look at the exact clauses in your non-compete and is knowledgeable enough to know how to act. There could be local rules that apply or interfere with the non-compete.

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Definitely a lawyer question. One thing I'd be concerned about is if by taking on this task you would be their competitor and thus breaching the non-compete clause by working for yourself.

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