Worth it to pay lawyer to review non-compete before going into business?

[BiggerFishToFI]

When I started my job with my current company I signed a non-compete saying I would not solicit existing clients for a period of 12 months. Reviewing it last night I found the following clause (see bolded):

1.5 Ownership of Confidential Information. Employee hereby
grants to Employer, and Employer hereby accepts, the entire right, title, and interest of Employee
in and to any of the Confidential Information created or developed by Employee, or that may be
created or developed by Employee during the term of the Employee’s employment by Employer
(whether created or developed within or outside the course and scope of Employee’s
employment by Employer), including, but not limited to, all patents, copyrights, trade secrets,
and other proprietary rights in or based on the Confidential Information.

This to me seems like an overbearing and probably illegal restriction. If one part of the non-compete agreement is not legal does the whole agreement not stand? I contacted a lawyer to review it and an informal over the phone review will be ~$500, a more formal written review will be about $1000, worth-it?

If the agreement doesn't stand, this may open my options up to pursuing existing clients - I would prob. want it in writing from a lawyer before I took this route.

[lexde]

Is there a severability clause in the contract? What state controls?

I'm an attorney and it's well worth the $500 to have someone with noncompete expertise go over the contract with a fine tooth comb. You'd make it back with the first client.

ETA: Course and scope language is pretty common. It just prevents people from starting side businesses while still working for the employer. Again, I don't know what state controls so I stand by my recommendation to have an attorney look it over.

[BiggerFishToFI]

Is there a severability clause in the contract? What state controls?

I'm an attorney and it's well worth the $500 to have someone with noncompete expertise go over the contract with a fine tooth comb. You'd make it back with the first client.

ETA: Course and scope language is pretty common. It just prevents people from starting side businesses while still working for the employer. Again, I don't know what state controls so I stand by my recommendation to have an attorney look it over.

The state is Idaho.

Yeah, looks like there is a severability clause:

7.3 Severability. If any part of this Agreement shall be adjudicated to
be invalid or unenforceable, as to duration, territory or otherwise, then such part shall be deemed
deleted from this Agreement or amended, as the case may be, in order to render the remainder of
this Agreement valid and enforceable.

[BiggerFishToFI]

Is there a severability clause in the contract? What state controls?

I'm an attorney and it's well worth the $500 to have someone with noncompete expertise go over the contract with a fine tooth comb. You'd make it back with the first client.

ETA: Course and scope language is pretty common. It just prevents people from starting side businesses while still working for the employer. Again, I don't know what state controls so I stand by my recommendation to have an attorney look it over.

And thanks, so it is actually legal for employers to prohibit employees from starting ANY side business? The business is in the engineering field and I couldn't start a weekend cupcake sales side gig?

[lexde]

Is there a severability clause in the contract? What state controls?

I'm an attorney and it's well worth the $500 to have someone with noncompete expertise go over the contract with a fine tooth comb. You'd make it back with the first client.

ETA: Course and scope language is pretty common. It just prevents people from starting side businesses while still working for the employer. Again, I don't know what state controls so I stand by my recommendation to have an attorney look it over.

The state is Idaho.

Yeah, looks like there is a severability clause:

7.3 Severability. If any part of this Agreement shall be adjudicated to
be invalid or unenforceable, as to duration, territory or otherwise, then such part shall be deemed
deleted from this Agreement or amended, as the case may be, in order to render the remainder of
this Agreement valid and enforceable.

So that answers one of your questions, at least. I don't know Idaho contract law to help with the rest, though.

[maizefolk]

Is there a severability clause in the contract? What state controls?

I'm an attorney and it's well worth the $500 to have someone with noncompete expertise go over the contract with a fine tooth comb. You'd make it back with the first client.

ETA: Course and scope language is pretty common. It just prevents people from starting side businesses while still working for the employer. Again, I don't know what state controls so I stand by my recommendation to have an attorney look it over.

And thanks, so it is actually legal for employers to prohibit employees from starting ANY side business? The business is in the engineering field and I couldn't start a weekend cupcake sales side gig?

That's not my reading of the contract as you describe it (but IANAL). This bit is saying that they claim a right to any and all Confidential Information you create. If you started a cupcake business there wouldn't be any confidential information and you wouldn't be soliciting any of your employer's engineering clients would you?

Also the fact that Confidential Information is capitalized makes it look like a term that is likely defined somewhere else in the contract. Can you find the definition?

[lexde]

Is there a severability clause in the contract? What state controls?

I'm an attorney and it's well worth the $500 to have someone with noncompete expertise go over the contract with a fine tooth comb. You'd make it back with the first client.

ETA: Course and scope language is pretty common. It just prevents people from starting side businesses while still working for the employer. Again, I don't know what state controls so I stand by my recommendation to have an attorney look it over.

And thanks, so it is actually legal for employers to prohibit employees from starting ANY side business? The business is in the engineering field and I couldn't start a weekend cupcake sales side gig?

That's a state specific question unfortunately so I don't know. I'm not licensed in Idaho so I can't really give any advice for specific questions under that state.

What you could do if you wanted to be a Google, Esq. is to check out google scholar for Idaho caselaw related to noncompete clause enforceability and see what the courts have typically said. Again, that doesn't replace actual legal advice though.

[BiggerFishToFI]

Thanks again for the replies.

Confidential Information is defined specifically as pertaining to the business. That clarifies things.

Thought I'd found a loop hole... I guess not. Also, I don't necessarily want to break the 12 month clause out of general respect for my employer.

Any reason I would still want to get this reviewed if I have no intention of going after existing clients until expiration of the 12 month period?

[lexde]

Thanks again for the replies.

Confidential Information is defined specifically as pertaining to the business. That clarifies things.

Thought I'd found a loop hole... I guess not. Also, I don't necessarily want to break the 12 month clause out of general respect for my employer.

Any reason I would still want to get this reviewed if I have no intention of going after existing clients until expiration of the 12 month period?

If you don't intend to go after any clients or find new clients based on any prior knowledge obtained while working for the employer then it's probably not necessary.

[nara]

Are you looking to prevent your employees from working for any competing business or are you preventing your employees from stealing your clients?

We have a non-solicitation agreement to prevent employees from taking our clients. A non-compete would limit their abilities to work within a specific radius for a certain period of time. In my field, where there is a local demand for professionals in my field it is very difficult to find employees willing to sign their lives away like this. If you're in a field where your employees don't have a lot of other local options (and this is standard procedure), it may be worth considering. Otherwise, it could be an expensive document that just scare away prospective employees. It may just be good enough to have them sign a non-solicitation instead o you can at least protest your business without limiting others' freedoms. I personally would never sign a non-compete as an employee of a company!