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The title of this post is motivated as follows: my client won't reveal their portfolio, but they require me to reveal mine.

At the beginning of the contract, a client of mine(an outsourcing/consulting company) has asked me to sign a non-compete clause that says I won't work with any of their clients. There's only one problem: I do not know their portfolio and they won't reveal it either. They say that whenever I carry discussions with another company I am to ask them and they will tell me if that company is in their portfolio or not.

The situation grows more complicated if said new company I'd be in contact with is another outsourcing company as in the initial discussions I might not know who the end-client would be.

I doubt this is normal practice in a contract. How should a more balanced non-compete sound such that it's not so lopsided? The purpose of my question is to help me not breach my contract while at the same time not be locked into a single contract.

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  • 66
    This seems unmanageable. To be forever (or for however long the agreement specifies) obligated to call them to check before you can consider taking on a new client is unreasonable. What if they don't respond within a reasonable time? I wouldn't have agreed to something like this when I was in a similar position.
    – brhans
    Dec 17, 2023 at 17:18
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    Agreed. If they won't fix it, walk away.
    – keshlam
    Dec 17, 2023 at 17:25
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    @brhans worse: what if they call the other company and add them to their portfolio before responding? ;) Dec 17, 2023 at 17:34
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    This feels like this would be better asked on Legal SE - because the fundamental question is how can you honor a contractual term, without knowing key details. I feel this is more a Legal question than a Workplace question. Dec 17, 2023 at 19:49
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    Region is helpful. This time of non-compete would be illegal in CA.
    – Donald
    Dec 17, 2023 at 20:11

3 Answers 3

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I just rejected a clause like this a couple of weeks ago, simply because it is utterly impractical (and unreasonably invasive). I pointed that out to the company and they amended it as requested without blinking an eye.

You can just ask.

My point here is that some NDAs are just badly written without the company necessarily being fully aware of it. If the NDA is unreasonable, unwieldy or cumbersome, many companies are (in my experience) fine with changing it.

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  • I understand why this is impractical. But why is it unreasonably invasive?
    – MasterJoe
    Dec 20, 2023 at 20:01
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    A guess: Invasive as the OP would have to tell the employer all future clients they were considering working with until the contract expired. Such information could be used to locate the individual, provide information allowing the original employer to estimate the success of their personal business, etc. Dec 20, 2023 at 20:14
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If it was me, I would not sign it, unless they were going to make me filthy rich.

Just go back to them and say one of these and see what happens

  • "The only way this is going to work for me, is if I know who your clients are now"
  • "On legal advice I can not sign this contract unless I know beforehand who your clients are"
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    And the client list would have to be continuously updated. Doesn't seem feasible.
    – Gertsen
    Dec 18, 2023 at 6:18
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    "And the client list would have to be continuously updated" - or make it so it only applies to the client list at the time of signature ...
    – Fildor
    Dec 18, 2023 at 10:34
  • @Fildor: That change would help make the request reasonably followable but it defeats the purpose of the rule. If the employee is employed long enough to see the acquisition of new clients, this would either mean that they're not covered by the non-compete or the non-compete would need to be updated (both ways, i.e. also if a client ceases to be one). The more practical stance here is that the non-compete covers the current list of clients; but this does indeed require for that list to be queryable.
    – Flater
    Dec 18, 2023 at 22:31
  • With the 2nd option i.e. legal advice basis, can't the company counter and ask what is the basis for the legal advice? If there is sound legal basis, then we can update the contract.
    – MasterJoe
    Dec 20, 2023 at 20:03
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If you have an issue with a contract clause just tell them to remove or modify it as a condition of you taking up their work. Thats standard practice and puts the ball in their park, you can move forwards from their reply.

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  • Thank you for your answer. If they should modify, what should the clause say instead of what it's saying?
    – wsdookadr
    Dec 17, 2023 at 20:31
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    @wsdookadr It shouldn't overreach. Limit the non-compete to the client you are being assigned to. None others. Dec 17, 2023 at 21:38
  • @ChrisW.Rea Thank you
    – wsdookadr
    Dec 17, 2023 at 21:43
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    @wsdookadr ... and obviously for a limited time only. If you are in US, some states already made NDAs completely non-enforceable.
    – PM 77-1
    Dec 20, 2023 at 16:32

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