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I hired an agency to do web services. The agency hired independent contractors to do the work and now I want to hire the...

Los Angeles, CA |

the contractors directly. In the SOW, the agency states that I cannot hire the contractor(s) for one year after the last payment is made. What can the agency do if I hire the contractor?

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Attorney answers 3


What does the contract say? It probably provides for some sort of damages if you hire the contractors directly in violation of the contract.



. Neither party nor their suppliers shall have any liability to the other party or to any third party, for any incidental, punitive, indirect, special or consequential damages, including but not limited to lost profits, loss of data, cost of recreating lost data, interruption of business, or costs of procurement of substitute goods or services, even if advised of the possibility of such damages, whether under theory of contract, tort(including negligence), strict liability or otherwise.



It's doesn't directly say that about hiring the contractors.


Based on the limited facts that you have provided, I suspect that the agency may be able to recover from you the profit it would have made for one year if the contractor's services were provided via the agency rather than directly to you.

One would need to review the agreement and pertinent facts to provide a definitive answer.

This information does not constitute legal advice and does not establish an attorney-client relationship.


In these situations, I would suggest that you go back and review the contract you signed when you hired on the Agency. Contracting agencies contracting out web services is a very common practice. At least in the agreements I have seen from such agencies usually have clauses that prevent clients hiring the contractors directly. They often have a damages clause in there as well. I would look at the agreement, and hire an attorney if you wish to review it for you.

Ripal Patel, Esq.

Your particular situation may be different. This answer is intended for information purposes only. No Attorney-Client relationship has been established.

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