DM me your contact info please. Will connect with a potential ghost write.

A company is asking me to sign their NDA after I've worked with them for over a year (they are being acquired, so need to complete all the diligence stuff). It's asking me to non-compete, but the compete directly overlaps with a side project I run. It also makes claim to any work I do in the course of the engagement (inventions) but I work maybe 2 days per month for them. They want it signed in 2 hours, I don't have legal people. Any advice?

Non-competes are bs and have no legal power basically anywhere

Are you an employee or contractor? Also what country is the employer in?

Non-competes are also different. There are non-competes that prevent you from providing services to companies offering services to the customers of your current client, and there are non-competes that prevent you personally from providing services to the customers of your current client. If it's your side project you might get away with signing a (1) non-compete clause. It's bs anyway, but will get you signed

I meant for U08RQRT0C. Being an employee can make things a bit more complicated sometimes.

Oh, sorry, yeah

I am a contractor only, but its written to cover employee and contractor which is why I dont like the wording

That should be easy to fight back on. The wording sounds much more like it's intended for a full-time salaried employee, where you basically "belong" to your employer.

Based in Taiwan, so 🤷‍♂️

If a couple articles I looked up are to be believed - you then should be entitled to a 50% of your average wage comp per month for the duration of the clause, and the NCC should be limited by time, geographical area and scope.

Well that sounds great, not sure if they'd go for it though

lexology .com/library/detail.aspx?g=2cc99f65-ed4c-481a-b766-8637a078cbfd
natlawreview .com/article/non-competition-clauses-under-taiwan-law
(same article essentially)

mate that is so helpful

You're welcome, props to hdcquzktzeev for actually asking the company location.
Also, make sure that the jurisdiction listed in the agreement is indeed Taiwan

Yep the jurisdiction is Taiwan, its the only place its mentioned.

Also, be mindful that foreign court procedures are usually very costly
And you might end up being "in the right" but not being able to enforce it. So it's a difficult road.

So my terms of business are null and void if I sign this?

US rules are weird and annoying, but I feel like I Kno at least a tiny bit about them. Taiwan, no clue...

I'm not sure if Taiwanese law invalidates the whole agreement if one section contradicts the law, or only an article does, or only that section.. This is the area where a lawyer might be useful

Agree that a lawyer would be helpful. An agreement like that in Massachusetts could mean a whole lot of trouble for both you and the employer, but could be a different story in other states. US stuff is also easily googleable even if that stuff isn't 100% accurate.

I went back to them and asked for payment for the next 2 years for the NCC

Glad that it resolved it 😆

Certainly not at this time of year! 🥶

Kinda a legal question. I had a client who messed me about with payments, so I changed my business terms to say a late payment fee of 10% of invoice sum will be fined for every week an invoice is overdue. I assumed a fine so stupid would never be needed and it's worked for years. But now I have a client who is overdue, and to be honest, I hate this client, and I'm doubtful I'll ever work with them again. So I want to apply the fine. Do I:
a) Re-issue the invoice with the overdue amount included
b) Generate a new invoice for the overdue amount
c) Something else?

If your agreement is written in a way that allows it, i would just say they're in default and work will be stopped until the invoice is paid.

Unfortunately the job is done, so nothing more to do and I don't want to work with them/doubtful they will ask to work with me again (organisational changes)

Send out a billing statement showing the invoice amount, current past due amount, and just reissue those monthly and send to them

So would I add the late fees to my books with a new invoice ref?

Nope you would normally revise the invoice with the new amount

ggtvxaujvdz 10% a week is very likely illegal, if you’re in the US, FYI

Thanks kjgvg I'm in the UK, and from what I can see, it is legal, although by stating my own late payment terms I opt out of the statuatory terms (which is around 10% pa)

clemspeczde I’d do a bit more research. I’d be really surprised there aren’t restrictions on that type of behavior, which would be considered unconscionable in almost any developed economy.

www.lovetts.co.uk/hubfs/documents/late_payment_guide.pdfbr />Yes "substantial" but the interest equates to about 1-2 hours of my time per week, which I think is reasonable tbh. But if not, and it goes to court, then it falls back to Statutory

There is not a court in a developed economy that’s going to allow for >500% interest per annum

I’m a US-based company and 10 years ago, I had a contract with a UK company, who was always late in paying invoices. I wanted to make them sign a new contract with late fees and my attorney looked into it and the limit was something like 6% annual (I don’t remember the exact amount but it was somewhere near there). Eventually, the client never paid, I sued, they defaulted, I never got my money. From that client on, I required full payment to receive final deliverables on any project.

As a suggestion, try implementing a flat “invoice carry over fee” or something similar. That’s likely to get struck down, but you might have a better chance. A 10% weekly interest charge is facially excessive, though, and the courts will likely consider it offensive. You don’t want to come across like a crook to the courts, and this isn’t even borderline.

Fair enough

I’m not sure what you’re reading, but there are explicit statutory provisions against this.

I've gone through the statutes and the GOV legal pages and there are no statute provisions that I can see that relate to this in the UK

Just saying, these are terms that wouldn’t fly in any developed economy. The standard you would have to surpass in terms of the other party’s sophistication would be out of this world, for the courts to accept they could possible disclaim their rights to this degree.

If you can find something, that would be awesome. I have a minor legal education so like to think I would be able to find it or understand it if I saw it

What do you mean? There are tons of codified statures related to interest and recovery.

Thanks! Here's the legislation I found - www.legislation.gov.uk/ukpga/1998/20/pdfs/ukpga_19980020_en.pdfbr />Under Part 2, 8.5
```Subject to this section, the parties are free to agree contract terms which deal with the consequences of late payment of the debt.```

Sure, that’s always the case, but reasonableness dictates limits. Even in the absence of statutory restrictions, courts in common law districts have jurisprudence and judicial precedent, either explicitly, constructively or through implication.

Cool, thanks, hopefully their accounts team don't know that and pay in full 🙂 The statutory rate seems comically low, c.10% pa per year, or maybe my hourly rate is too high, as it barely makes chasing it worth my time

Well, if you can justify to the courts that you’re spending 2 hours of your time a week trying to recover, then you could probably argue it on a quantum meruit basis

If they’re a bigcorp do the opposite and offer a 1% discount for 5 day payment.. lots of big orgs have a rule that they can’t refuse any discount.
It’s weird but it works

I’m releasing a desktop app that lets people log in to servers and edit files (as a basic description) and am planning on using sendowl to handle payments, so the only user information I need is an identifier (email address, so I can check subscription with sendowl)

Will be setting up a new UK based company to accept payments, and I’m guessing, get some product liability insurance

Would anyone be able to advise me on what sort of legal documents I’ll need for this? Also whether people will have to explicitly agree (button/checkbox)?

You might be able to ask a lawyer for free in the UK. They’ll just charge for the documents themselves. At least thats how it was for me in Australia. Just ask upfront to be sure

Nice idea, thank you!

I'd say this is a heavy form of premature optimization

So I would disagree and say form a company as a liability shield. It’s cheap and quick in the uk and us

Highly recommend Stripe Atlas if you’re looking to incorporate in the US

Thanks for the offer! I think I’m gonna stick to the UK for this one

UK companies are quick and cheap to set up? That's interesting, I almost never hear of people incorporating there and assumed it would be arduous.

Very. You fill out a 5 minute form, pay £12 and the company is ready to go within 24 hours max.

That's awesome

i second that but US companies are #1 just due to compatibility with payment processors & all sorts of software