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Would I be in breach of my Confidentiality and Restrictive Covenant Agreement by accepting this new job?

Madison, WI |

I currently work for a Contract Research Organization (CRO) in WI generating pricing and proposals for preclinical drug development work. I'm being sought after by another CRO in the state of WA to do essentially the same job. This CRO is much smaller and in a different area of the US but I know that clients and services would overlap. I technically did not sign a "non-compete" but the Confidentiality and Restrictive Covenant I signed has a "conflict of interest" section that seems to say I will not compete or do business with customers of my current employer. But then there is a clause that says "...provided, however, that nothing in this agreement should prohibit or restrict me from being employed by a competitor of **** or otherwise."

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Attorney answers 4


No attorney is going to opine about specific documents and their impact on your options, where the documents are paraphrased in part on a blog, except to say you need to have a lawyer review the documents--every word, every provision--to determine how your rights may be impacted.

NOT LEGAL ADVICE. FOR EDUCATION AND INFORMATION ONLY. Mr. Rafter is licensed to practice in the Commonwealth of Virginia and the US Federal Courts in Virginia. There is no implied or actual attorney-client relationship arising from this education exchange. You should speak with an attorney licensed in your state, to whom you have provided all the facts before you take steps that may impact your legal rights. Mr. Rafter is under no obligation to answer subsequent emails or phone calls related to this matter.


You really do need to consult an employment law attorney about this. You're talking about a major life decision and you don't want to invest months and thousands of dollars in a move just to find out that some attorney who hasn't seen the documents and who doesn't know WI and WA choice of law and covenant not to compete law shot his mouth off and got it wrong. Yes it will probably cost you $500-$2000, but again, you need a solid answer.

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Consult with an employment lawyer in person to get a careful evaluation. The lawyer will need to read the entire agreement and learn about the surrounding circumstances. It won't cost too much, and you'll appreciate the peace of mind. Good luck.

My answers to questions posted on AVVO are intended to provide general information only, and are not intended to be legal advice. Employment law issues typically require a careful case-by-case analysis. Consequently, if you feel that you need legal advice, I would encourage you to consult in person with an employment attorney in your area.


I agree that you definitely should consult an attorney on this question. The answer, based on what you have said, is a frustrating "Maybe, maybe not." The first question is whether the contract language even restricts what you want to do in the first place. If it does, then the second question is whether the contract language is enforceable. In Wisconsin, restrictive covenants are not per se unenforceable, but that can change if they are overbroad or unreasonable. What constitutes overbreadth and unreasonableness is the subject of hundreds of cases and depends on the facts and circumstances of every situation. The standards are intentionally vague because almost no two fact situations are alike. Best of luck and I hope this works out for you! Go see a lawyer! Next time you sign an employment contract, have a lawyer review it first.

This response is intended for informational purposes only and does not create an attorney-client relationship or constitute legal advice.

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