Non-Solicitation of Customers and Suppliers Clause explained
Thread poster: RaphaelleM

RaphaelleM  Identity Verified
United Kingdom
Local time: 15:13
English to French
Nov 14

Hello,

I've been contacted by a US agency offering me some freelance work and a NDA to sign.

I'm a freelance subtitler based in the UK, who works for many language providers/ agencies (in different countries) who often share the same clients.


Non-Solicitation of Customers and Suppliers. During the period of the Contractor’s assignment and for a period of one (1) year after the cessation of the Contractor’s assignment with the Company, irrespective of the reason(s) therefor, the Contractor will not contact, or assist any competitor of the Company or others in contacting, any of the Company’s customers or clients or contractors who were providing services to the Company at the time of (or within six (6) months prior to) the date the Contractor’s assignment with the Company terminated, of any reason, or suppliers who were active suppliers at the time the Contractor’s assignment with the Company terminated, for any purpose related in any manner to competing against the Company.


Can someone kindly confirm to me the following points?

1/ I can't recommend any of their subtitlers to another client (agency)?

2/ If one of their clients was to contact me directly, it would be OK as long as I'm not the one contacting them first?

3/Am I still allowed to actively search new agencies to work for?

Basically could this clause have any impact on my current working situation as a freelancer providing audiovisual translation for different agencies?



Any help would be greatly appreciated. Many thanks.

R.M.



[Edited at 2018-11-14 12:17 GMT]


 

Henriette Saffron  Identity Verified
Denmark
Local time: 16:13
Member (2013)
English to Danish
+ ...
I would not sign it. Nov 15

In my opinion:
1/ Correct.
2/ That depends on the company's interpretation of “to contact”.
3/ Yes, as long as they are not the company’s customers, clients, contractors or suppliers.

That could have a huge impact on your working situation.

Unless the company provides you with a list of their customers, clients, suppliers and contractors (which would probably be illegal) how are you supposed to know who they are?
I would have “…the Contractor will not contact, or assist…” changed to “…the Contractor will not knowingly contact, or knowingly assist…” before even considering signing this.


 

DZiW
Ukraine
English to Russian
+ ...
draft Nov 15

It's a contract--agreement between two equal parties, not an ultimatum, so you can add, remove, and amend all the terms to your liking--and consider signing it when both parties agreed. You can either reject it, or send your prospect a modified version for approval and renegotiate the terms.

Indeed, it seems to be a very strict non-competition clause for de jure you're banned from doing biz with all their rival and [prospect] clients, which is but non-sense for you can't know them all. Ain't it would be funny to ask them for a list of specific contacts you should avoid?)

DON'T sing!


 

Kay Denney  Identity Verified
France
Local time: 16:13
Member (Apr 2018)
French to English
"known to the Contractor" Nov 15

Thing is you don't know who their clients are. Ask for their client database so you can be sure of not contacting anyone by mistake. When they refuse, you can tell them that it's simply not feasible unless you add "known to the Contractor" in several appropriate places.

After all, if you see that you're translating a text about a certain product, and the marketing manager's number is in the signature, you know not to contact that company. But often you have no idea who the actual client is.


 


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Non-Solicitation of Customers and Suppliers Clause explained

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