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I have a signed Confidentiality Agreement and Non-Compete. Can I still do work with past clients?

Chicago, IL |

The company I currenttly work for has made me sign a confidentiality agreement and a non-compete. My non-compete agreement DOES alow me to work for competing companies as I had it amended. The confidentiality agreeent basically seems to refer to finincial documents, sales tactics, profit schedules ect. but does not state anything specifically that I can not reveal client information. I have NOT signed a non-solisitation agreement. My question is that I am moving to a new company and would like to know if 1. I can bring my old clients with me or 2. can my old company do anything if my old clients seek me out as they wish to work with me and not my past company.

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Attorney answers 2

Best Answer

It really depends on the language of the agreement you have in place. You should have an attorney review the agreement to give you a specific answer. As a general rule, such agreements must be limited in time and scope to be valid. If the time frame or the geographic/ other limitations are over broad the agreement will likely not be enforceable. Client lists and contact information have been regarded as tradesecrets in Illinois so you may have some issue, but there is usually no reason that a client can seek to do business with you at your new employer. As I said, this is general information and you should discuss the specdifics with an attorney.


First let me echo that the precise language of the contract is what is important here. I can only speculate as to your rights without it. But, I note that it sounds like you have not changed jobs yet. I would caution you about doing any solicitation of your clients--or even informing them that you are changing jobs--while you are still at your current position. This is a grey but dangerous area that could allow your current employer to claim that you violated your duty of loyalty as an employee while still employed. Whether you can solicit your clients after moving depends on the non-compete clause. If it does not prevent you from working for competing companies, what does it do? If you are allowed to work for a competing company doing similar work, there should be no problem with clients who come to you on their own without solicitation. As for the confidentiality agreement--again that needs to be looked at. For example, it appears to refer to "sales tactics" which the employer could claim you continued to use. The distinction here is usually between an actual "taking" of documents, plans and handbooks and simply using your experience in your next job. So, again, I would caution you that to be safe, it would be best not take copies of any of the things that arguably fall into any of the categories listed however helpful they might be at your new employment. Finally, as the above answer says, many of these types of agreements end up being invalid because they prevent competition for too long a time, or over too broad a geographic area. I would encourage you to consult an attorney about these matters.

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