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Restrictive Covenants – Can I work for ANY current client?

Q. I’m currently working for a large professional services firm and am considering setting up on my own and going contracting, focussing on similar role to those that I currently perform (project/programme/portfolio management, PMO etc.).

I’m keen to ascertain if there will be any restrictions to the potential clients I could approach in the future. I’ve unearthed my signed contract and can see that it says the following on the topic of restrictive covenants:

Accordingly, you agree that, for a period of six months after the date of termination of employment with [Company], you will not:
Canvass or solicit the business of any person, firm, company or other organisation who or which is or was at any time during the period of six months before the end of your active employment a client of [Company] with whom or which you had dealings in the 12 months prior to the end of your active employment with us.

My question is; can I therefore work for ANY current client of [Company], as long as I’ve not personally worked on an engagement with that client during the past 12 months?

A. Thank you for your query regarding restrictive covenants.

On the basis that the wording you have provided is the only restrictive covenant provision contained within the contract, we comment as follows:

The restriction is expressed to be valid for a period of 6 months following expiry/termination of the contract and essentially prohibits you from working directly for anyone who was a client of the agency during the last 6 months of your employment with the agency, and further, someone you had worked for/with during the last 12 months of your employment with the agency. On the basis that you have not worked for/with any client of the agency within the last 12 months of your employment with the agency, you may work directly with/for such client. Further, please note that 6 months following expiry/termination of the contract, the restriction will not apply at all.

As mentioned above, there may be other relevant provisions contained within the contract that we of course cannot comment on without having sight of the contract and reviewing the same in full. This would be outside the scope of this service but we can refer you to a solicitor should you wish.

By Contractor Doctor

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3 thoughts on “Restrictive Covenants – Can I work for ANY current client?”

  1. Kee Law

    I had a similar situation when I left a large consultancy, however in my case I spoke to the partner I used to work for who then went about getting approval for me to work on a previous client within 6 months of my leaving. He was happy to do this as it benefited both the relationship with myself, someone with whom we could still do business in the future and also the client in question as that consultancy still did a lot of work with them. It was further explained that this type of restrictive covenant is put in place should an employee go to a rival consultancy. As I was setting up as an independent contractor, this was not seen as an issue. Now clearly, this is on a case by case basis, but speak to your previous consultancy and see what they say.

    • Vic Mackey

      Can these restrictive covenants actually be enforced?
      When I was an employee at a company I took on someone permanent working for me as a contractor. The company who he was working for complained and demanded a ‘finder fee’ I think he did have a similar covenant.
      I basically told them to go whistle and never heard from them again.
      Similarly when employed by another company I had a restrctive covenant on working for clients of the company i had worked for. I did question this as to enforceability, e.g. if an MoD / Civil Service client how would you differentiate between the client and any Gocernment agency.
      So basically my thought is these are virtually unenforceable and restrict on a persons right of work.
      Apart from placing an injuction on someone to temporarily stop them from working and probably annoying the client as well as the employee and making some money for solicitors and lawyers has anyone heard of these covenants being enforced?

  2. Marco

    If you had no direct dealing with the client while under the employment contract than, as you say, you are fine. I have been in the same situation, I have left a vendor and worked for one of their clients, but when I was employed by the vendor, that client was not one of my direct clients I was dealing with.

    P.S. Since I moved to contracting, I would never go back ‘permy’!

    Good luck!

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