Contract language - what happens?

[Anonymous]

I'm about to sign a 1099 contract with the following language. My agreement is with a Contractor (my immediate employer) who in turn subs with a Prime (Client). The Prime has a contract with a federal agency.

8) Non-Solicitation:

Consultant covenants and agrees that for period of 12 months following the termination of his/her assignment at the client for any reason whatsoever, Consultant shall not directly or indirectly solicit or accept any business from the Client. Any business with the Client will have to be transacted through Contractor.

I'm OK with not going to the Prime directly as a 1099 and competing with my immediate employer (Contractor). However, I'm wondering if the above language preclude me from any of the following:

(1) Going through another Contractor (1099) to the same Prime on the same contract
(2) Joining another contractor as an employee
(3) Joining the Federal agency directly as an employee

First time doing 1099 and don't have a lawyer so appreciate your thoughts..

[Anonymous]

Not sure how "Client" is defined in the agreement, but my take is #1 and #3 are prohibited for 12 months. #2 is fine so long as you don't do work for the Client.

[Anonymous]

Anonymous wrote:Not sure how "Client" is defined in the agreement, but my take is #1 and #3 are prohibited for 12 months. #2 is fine so long as you don't do work for the Client.

This.

[Anonymous]

I've heard somewhere that Virginia is a "Right to work" state and therefore non-competes such as these have no validity. Any truth to that?

[Anonymous]

Anonymous wrote:I've heard somewhere that Virginia is a "Right to work" state and therefore non-competes such as these have no validity. Any truth to that?

That is not correct. They are enforceable within certain parameters.

[Anonymous]

Right to work laws are about unions. You can't be compelled to join a union or pay for union representation if you work in a unionized workplace. So, that is unrelated to this question.

Virginia disfavors non-compete agreements, but does enforce them in appropriate circumstances to protect the employer's business against unfair competition.

[Anonymous]

Anonymous wrote:

8) Non-Solicitation:

Consultant covenants and agrees that for period of 12 months following the termination of his/her assignment at the client for any reason whatsoever, Consultant shall not directly or indirectly solicit or accept any business from the Client. Any business with the Client will have to be transacted through Contractor.

I have a different take, I would define business as accepting or soliciting contracts with the client without your current partner (i.e. contractor) being the middle man. As such, you would not be able to deal directly with the Federal Agency or work with another contractor indirectly to gain or solicit any other business without going through your current partner.

I do not think it would preclude you becoming an employee of that Federal Agency if you wanted to.

[Anonymous]

Can't do 1. Can do 2 as long as it doesn't relate to work of the business of the Client (can't work for another sub of the prime). Can do 3.

[Anonymous]

Anonymous wrote:I've heard somewhere that Virginia is a "Right to work" state and therefore non-competes such as these have no validity. Any truth to that?

OMG - get a lawyer.