Non-Competition and Non Solicitation


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I work for a implementation partner1 through vendor <AAA> and implementation partner provides services to client.  Now i got an offer from different implementation partner 2 to work for client. I accepted the offer and vendor<AAA> came to know about it and threatening me of legal issues.

Current working layers     Employer >> <AAA> >> Implementation Partner 1 >> Client

New working layers   Employer >> Implementation Partner 2 >> Client

Will there be any legal issues from <AAA> if i move to New Working layers. Me or my employer did not sign any agreement/doc for Implementation partner 1.

Below is the agreement between Employer and <AAA>. Now <AAA> is threatening me of legal issue if I work for client through different implementation partner 2. In the worked order vendor <AAA> mentioned client name as Implementation Partner 1. He didn't mentioned anywhere in the document or in the worked order about client name.

Non-Competition and Non-Solicitation: This section shall be effective during the term of this agreement and any renewals thereof, and for one year after the expiration of the initial period and any renewal periods, whichever is later. Vendor shall not directly contact <AAA> Client(s) without written permissions from <AAA>. In addition, vendor represents and warrants that it has obtained or will obtain a binding commitment from any vendor employee who provides services under this Agreement or any related Work Order to refrain from voluntarily informing any client of his or her employment status with vendor. Vendor additionally agrees not to provide or attempt to provide ( or advise others of the opportunity to provide) directly or indirectly any services to any such client to  which vendor has been introduced or about which vendor has received information through <AAA> or through any client of <AAA> for which vendor has performed services or to which vendor was introduced under this agreement.

During the term of this Agreement and for one year following its termination, vendor shall not offer any employment or other form of services directly to any of the individual employed by <AAA> of the client who vendor has contact with in connection with this agreement or any related Work Order.

<AAA> agrees that it will neither contact nor solicit to hire the employees of the vendor for a period of 1 year after completion of the work assignment unless written approval is obtained from the vendor. If Vendor(or its employee / consultant) has had any pre-existing direct or indirect business relationship with the <AAA>'s client or client's client, then any Restrictive Covenant/Non compete / Non solicitation restrictions of this agreement are not applicable on Vendor for that client except for any accepted positions under this agreement. In case of dispute Vendor has to provide proof of such pre-existing business relationship to <AAA>.

During the term and any extension thereof and within one(1) year after termination of this agreement, without prior written consent of vendor, <AAA> or through its affiliates shall not solicit / hire of offer any employment directly or indirectly to consultant / employee of Vendor.

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