[UT] If a customer contacts me, am I violating my non-compete?

Lexi, Chatbot

Is there anything else the employment lawyer should know before I connect you? Rest assured they'll be able to help with non-compete agreement.

Lexi, Chatbot

No

TJ, Esq.

Hello! My name is TJ and I’m an attorney. Thanks so much for the opportunity to assist you! I reviewed what you wrote and I’m about to post my initial answer. While I finalize that, can you please let me know if you’re available for an online chat right now?

MUST READ—VERY IMPORTANT: (1) If you don’t hear back from me right away at any time throughout our conversation, don’t worry, I’M STILL HERE! I might be working on your response, helping another customer, or dealing with a technical issue. I’ll always respond UNLESS you request a second opinion, which closes our chat. (2) This is for general legal info only. I can’t represent you or form an attorney-client relationship.

TJ, Esq.

Generally, if a former client contacts you and wants to hire or contract you, it doesn't automatically put you in violation of a non-solicitation agreement.

The key is often whether you initiated the contact or solicited their business. If the client reached out to you, it may not be considered a solicitation on your part. However, the specific wording of your non-compete and non-solicitation clauses is critical in determining whether accepting work from a former client, even if they initiate contact, would violate the agreement.

But let’s discuss this in more detail.

Questions for you:

How long is the restricted period in your non-compete/non-solicitation agreement?

What is the geographic scope of the non-compete/non-solicitation agreement?

What is the state where this situation is occurring?

TJ, Esq.

Thanks for getting back to me with all that information. I’ve reviewed the employment offer and the Confidentiality and Non-Solicitation Agreement.

Based on the agreement, specifically the “Non-Solicitation of Company Customers” clause (Paragraph 6), the core issue isn't necessarily whether a former client contacts you, but rather whether you “solicit, influence, encourage, induce or attempt to influence or induce” them to stop doing business with Torrent Consulting or to contract for similar services from someone else.

If the client genuinely initiates contact and wants to hire or contract you, and you haven't done anything to solicit them, that part of the agreement might not be violated. However, the agreement is quite broad in its definitions of “Customer” and “Prospective Customer” and the types of actions considered solicitation.

The agreement states that during your employment and for one year afterward, you won't directly or indirectly solicit, influence, encourage, induce, or attempt to influence or induce any “Customer” or “Prospective Customer” to limit their business with Torrent Consulting or to contract for “the same or substantially similar” services from another entity. A “Customer” is defined as someone you had contact with or provided services to in the 12 months before your termination, or about whom you obtained trade secret or confidential information.

This means even if they reach out, accepting work that is “the same or substantially similar” to what Torrent Consulting offers could still be seen as interfering with their business relationship, depending on how a court might interpret “influence” or “induce.”

A good strategy here is to carefully consider the nature of the work the former client is offering. You’ll want to compare it directly to the services you provided or were involved with at Torrent Consulting. If the services are distinctly different and not competitive, it might reduce the risk. If they are very similar, even if the client initiated contact, there’s a greater chance of a potential claim that you are, in effect, inducing them away from your former employer.

I want to make sure that my response makes sense to you, and that I’ve fully answered your question. Do you have any follow-up questions? Please feel free to write back if you need clarification.

TJ, Esq.

You're welcome! I'm glad it was helpful.

Yes, there is a specific provision in the agreement that addresses a scenario like that. Paragraph 6.a.(2)(C) is quite important here. It states that the term “Customer” shall not include any business or entity that has “affirmatively terminated its business relationship with the Company in writing by an authorized Customer representative, so long as such termination of the business relationship is not attributable to actions of the Employee.”

This means that if a client genuinely decides to leave Torrent Consulting on their own, for reasons completely unrelated to anything you did or said, and they formally notify the company in writing, then that client might no longer be considered a “Customer” under the agreement for purposes of your non-solicitation clause.

The critical parts are that their termination of the relationship must be “affirmative” and “in writing,” and it absolutely cannot be due to any influence or action on your part. It's a key distinction that could offer a path for you to work with them without violating the agreement.

I want to make sure that my response makes sense to you, and that I’ve fully answered your question. Do you have any follow-up questions? Please feel free to write back if you need clarification.

TJ, Esq.

You're very welcome! I'm happy I could help!