NDA non-competition clause Thread poster: Asso Kork
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Asso Kork 
Estonia
Local time: 21:33
Member (2019)
English to Estonian
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Hello all,
What is your take on the non-compete clauses in NDAs? Today I received an NDA that had a clause saying
"The Contractor agrees that they will not work for, solicit or entice the business of any of XXX’s
clients, or the recipients of work the Contractor performs for XXX, for the duration of this
agreement and for a period of 12 months after its termination."
While I completely understand and accept the "or... See more Hello all,
What is your take on the non-compete clauses in NDAs? Today I received an NDA that had a clause saying
"The Contractor agrees that they will not work for, solicit or entice the business of any of XXX’s
clients, or the recipients of work the Contractor performs for XXX, for the duration of this
agreement and for a period of 12 months after its termination."
While I completely understand and accept the "or the recipients of work the Contractor performs for XXX" part, the "any of XXX’s clients" part is a complete mystery to me. Usually in NDAs companies only limit freelancers’ ability to work for the "recipients of work the Contractor performs for XXX" (or something similar). How am I supposed to know who the company’s clients are? If I were to sign such clause, should I ask every prospective client from now on "please let me know, if you are also a customer of XXX"? The only response they had to this was something along the lines of "these are our standard terms and if you do not agree to them we cannot work with you"? So I did not sign the agreement. But it still left me wondering.
P.S. Since some of the users here love to comment under each topic that "this has been written and asked before" – you are not obligated to read and comment, please feel free to scroll on ▲ Collapse
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I wouldn’t have signed it either, but you could have said to them that in order for you to sign the NDA you always needed an updated list of their clients
| | | | | But this really has been asked a million times before :-) | Aug 29, 2023 |
Asso Kork wrote: How am I supposed to know who the company’s clients are? If I were to sign such clause, should I ask every prospective client from now on "please let me know, if you are also a customer of XXX"? The only response they had to this was something along the lines of "these are our standard terms and if you do not agree to them we cannot work with you"? So I did not sign the agreement. But it still left me wondering. P.S. Since some of the users here love to comment under each topic that "this has been written and asked before" – you are not obligated to read and comment, please feel free to scroll on
No, you can't know who they are, and the agency is being silly, but they won't and can't enforce it, so it's up to you to decide in your specific circumstances whether or not you should sign it anyway.
What more can anyone say?
| | | | Jean Lachaud
United States
Local time: 14:33
English to French
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This is boilerplate text, commonly copied & pasted by members of the Cheap-O Lawyers law firm.
The bottom line is that no one has ever heard of a translator being sued on these grounds, simply because there is no money to be made in such a lawsuit.
[Edited at 2023-08-29 13:37 GMT]
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John Fossey
Canada
Local time: 14:33
Member (2008)
French to English
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| Cross it out | Aug 29, 2023 |
If there are terms you disagree with, you can cross it out before signing. I have done that sometimes and the agency just countersigned it and that was all.
The worst that can happen is that the agency will not work with you, in which case you haven't lost anything. It's quite likely they won't even notice the crossed-out words.
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On one occasion I crossed out one paragraph I didn’t agree with and signed the NDA. A few months later after I had worked on several projects, they asked me why (apparently, they hadn’t noticed…), I’m still working with them…
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