Company to contact future employers, if any, without my knowledge

Question

On an employment contract i'm offered, there's a clause saying that The-Company can contact any one of my future employers in regard of my obligations -

"The-Company may inform prospective employers of the existence of this Agreement and the obligations which it imposes upon you under Sections <section#s here> ."

This read to me like providing The-Company a wide open door to contact any of my future employers without me even knowing.

i understand The-Company's concerns. but then there are very tight/detailed confidentiality, non-competition, non-solicitation clauses, all of which i understand and agree. and, the sections in the <section#s> above include all of my obligations-- from office policy/rules (all between me and The-Company, i don't see how this has anything to do with my future employers) to privacy policy, which is about me giving my consent to disclose my private info for business purposes.

I'm obliged to inform anyone outside The-Company, as well as future employers-- this is from each one of these <section#s>. The contract also says

"You agree to inform any prospective employers of the existence of this Agreement, its schedules and the obligations which it imposes upon you under Sections <section#s>."

Having The-Company contact my future employers on top of all these feels like downright interference.

I can -

• ask that they do so but first letting me know that they will -- something like --

  "The-Company may inform, after properly (=at least some time in between) notifying the employee, prospective employers of the existence of this Agreement and the obligations which it imposes upon you under Sections <section#s here>."

• don't say anything, assuming "things never get to these extremes". but then don't want to have these at the back of my mind.

• just walk out of the contract. i liked them in the interviews. but some of its other parts also -- it's like "you turn yourself in to us-- we'll take care of it all for you." a lot of gray areas into my personal affairs also.

I'd appreciate opinion/insight on these.

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Update: "Future employers" is anyone to employ me after i leave The-Company, if i ever do, for any reason.

Answer 1

"The-Company may inform prospective employers of the existence of this Agreement and the obligations which it imposes upon you under Sections <section#s here> ."

This read to me like providing The-Company a wide open door to contact any of my future employers without me even knowing.

This clause is more likely to be enforced when prospective employers call your current employer and ask to verify your employment dates. But whether they're actually serious about doing this or not, it's not clear since they're only using the word "may".

Also, I don't know the law, so I wouldn't even be able to tell you if they would be able to do this in practice or not. But one thing is for sure, the very fact that they want you to agree to this is very worrisome.

Whether this is legal or not, this is evidence that the company favors using threats as a way to mitigate employee turnover.

Do you really want to work for such a company? Because even if you can get the contract corrected, staying constantly on your guard against your very own employer sounds like it would really be tiresome in the long run.

I'd appreciate opinion/insight on these.

In general, when I find a contract unclear, or overly broad, or overly restrictive, I'll ask clarification questions about it over email.

For instance, I'd ask: "For how long do I have to inform potential future employers of this agreement? Will I need to continue this disclosure 20 years from now? or 30 years from now?"

If HR writes back (or even calls back and says): "Don't worry. We rarely enforce this clause. And we never enforce it after more than 6 months anyway."

And assuming I could agree to that, then I'd use the HR's person own words to strike out/amend the relevant clause in the contract. I'd initial the change. I'd quote and highlight the amendment I made. And then, I'd send the contract back (but unsigned).

And this is the important part, I wouldn't tell them I'd be doing this, I would simply do it. If you ask for permission, they'll simply say "No". But if you make the change, highlight the change, and send back the contract, then that means you've made your offer and they're the ones who are now holding back the process.

Now, will this strategy work? I don't know. But even if it doesn't, and even if they withdraw their job offer because of your pushback, that might actually be a good thing in your case.

UPDATE:

Ontario, Canada. i'm at a senior, technical but not any managerial level. the confidentiality, non-disclosure, etc clauses obligate me for 24 months from the time i leave. but office policy and some other don't have any mention of a time-frame. feels like that "open door-- whenever, for whatever"

Do yourself a favor.

If you're really serious about accepting this offer, just find an employment lawyer in your jurisdiction and pay them the requisite 300 or 400 Canadian dollars just to review this contract.

If you're senior and technical, this is probably a small amount to pay compared to your total compensation, and it's a tiny amount to pay for your peace of mind.

And if you can, do tell us what that lawyer tells you.

Answer 2

Caveat to all of the following: I am not a lawyer, if you don't like this opinion, please talk to a lawyer.

"The-Company may inform prospective employers of the existence of this Agreement and the obligations which it imposes upon you under Sections <section#s here> ."

The way I read this is that it gives the company permission to contact any future employers you may have which may violate your non-compete agreement and let them know that you are under such a non-compete and they can't hire you. If you agree to the non-compete there is no real reason why you shouldn't agree to this, as this is simply informing you that they intend to enforce the non-compete (which you have no problem agreeing to and therefore should have no problem with being enforced).

What it (in my opinion) does not do is to contact all your future employers and harass/threaten them or you, or spread rumours about you, etc. It specifically states what they may inform prospective future employers about, specifically the existence of your contract (and the non-compete sections thereof) and the obligations it places upon you and on them. After 24 months (the length of your non-compete) there is no reason to believe this employer will ever invoke this clause, because they have nothing to report on.

This contract also does not require you to report to this company whenever you get a new job; it is questionable how this company would even invoke this clause. They would need to find out who you are working for at any given time and the contact information of those companies. They wouldn't know when, if, how, or where you are changing your jobs, so this would be prohibitively time-consuming to the point that I can't actually imagine this being enforced.

All this is to say, I don't think this is worth worrying about. If you are concerned, talk to a lawyer or propose that this is clarified or struck out of the contract to the HR of the company.