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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
Ask for a change so that only the work that's done specifically under their requests is considered their IP, and not everything done during the course of the engagement
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
Contractor through upwork with an additional agreement. Employer is in US
Also have a direct agreement with a Swiss company that also has non-compete in it, but it's even funnier. Can't disclose either agreements, unfortunately
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.
Is the company in the US? If so, what state?
Based in Taiwan, so ๐Ÿคทโ€โ™‚๏ธ
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
Where'd you read that?
They've missed out geographical scope in this NCC
lexology .com/library/detail.aspx?g=2cc99f65-ed4c-481a-b766-8637a078cbfd
natlawreview .com/article/non-competition-clauses-under-taiwan-law
(same article essentially)
law .moj .gov .tw/ENG/LawClass/LawAll.aspx?pcode=N0030002
Here's the Gov website. See Article 7-1 through 7-3
(sorry for the whitespaces, damn this 90-day thing)
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.
If you can afford lawyer to review for even an hour, it could be money well spent.
I went back to them and asked for payment for the next 2 years for the NCC
They said they would remove it ๐Ÿ˜‚
Glad that it resolved it ๐Ÿ˜†
Certainly not at this time of year! ๐Ÿฅถ
Ignore, wrong channel man-facepalmingskin-tone-2
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.
Depending on your leverage, you could also ask them to switch to "banked hours", where they prepay for a block of hours and you work against that
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 youโ€™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 Iโ€™d do a bit more research. Iโ€™d be really surprised there arenโ€™t restrictions on that type of behavior, which would be considered unconscionable in almost any developed economy.
Iโ€™m not licensed in the UK, so canโ€™t speak with certainty, but these types of restrictions internationally are commonplace, and partly intended to thwart usury, etc.
Everything that Iโ€™m reading seems to indicate itโ€™s even more restrictive than most US states.
With explicit recovery fee limits (beyond interest)
You can ask for anything, of course, but the courts will almost assuredly strike down those terms of unjust enrichment
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
And if its statutory, they allow for costs - just engaging a solicitor and getting them to send letters and chase up is a few hundred quid a throw
Appreciate the advice though ๐Ÿ™ Have issued them a statement of account and will go from there
There is not a court in a developed economy thatโ€™s going to allow for >500% interest per annum
1-2 hours of your time per week is not a measure of reasonableness
If you brought that before a court, you would likely be scolded and maybe even penalized
Do what you think is best, but you seriously might want to consult with a UK solicitor so you donโ€™t prejudice your claim. 10% per week is so over the top, it will likely be considered bad faith and perhaps even fraud. Itโ€™s loan shark level debtor terms.
Judges are afforded a lot of discretion in these types of cases, and if a client came to me with this, Iโ€™d strongly advise them against imposing some onerous terms lest they prejudice their own case.
Iโ€™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 donโ€™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 โ€œinvoice carry over feeโ€ or something similar. Thatโ€™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 donโ€™t want to come across like a crook to the courts, and this isnโ€™t even borderline.
Fair enough
Appreciate the insights
I have been searching for a few hours now for examples, and they all seem to say, if you have it in the contract and its been signed, then thats that
Iโ€™m not sure what youโ€™re reading, but there are explicit statutory provisions against this.
To be clear, Iโ€™m not saying youโ€™re a crook - I understand your frustration
(And the desire to have FU terms)
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 wouldnโ€™t fly in any developed economy. The standard you would have to surpass in terms of the other partyโ€™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.
Iโ€™m not licensed in the UK (I am in other jurisdictions)
But the UK restrictions are all more restrictive than most US jurisdictions
Iโ€™m on my phone right now, but when I return to my computer later this afternoon Iโ€™ll find specific legislation
The notion that there are no restrictions, though, shouldnโ€™t pass the sniff test. This is the UK, not Liberia.
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, thatโ€™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.
From a prudential perspective, does it make sense to allow for 10% late fees added p/ week? Even outside of trade, that runs afoul of basic concepts of usury.
(Iโ€™m still not in front of a computer btw)
khuhmrrxppn I just heard back from a colleague licensed in the UK. They said the jurisprudential consensus is a deep reluctance to go beyond the statutorily mandated amount (IIRC, it was around 8 per annum). Regardless of agreement, it would get modified. Re the 10% p/w, the response was โ€œlol, not a chance.โ€ You might be able to eek out something slightly north of the statutory rate, but 10% weekly is comically excessive.
Cool, thanks, hopefully their accounts team don't know that and pay in full ๐Ÿ™‚ 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 youโ€™re spending 2 hours of your time a week trying to recover, then you could probably argue it on a quantum meruit basis
Most companies donโ€™t spend 8 hours a month chasing a single invoice
But if you are, and can justify it, you can absolutely charge it as a recovery fee
Making it part of the agreement, though, even as a liquidated damages fee, will be considered unconscionable
If theyโ€™re a bigcorp do the opposite and offer a 1% discount for 5 day payment.. lots of big orgs have a rule that they canโ€™t refuse any discount.
Itโ€™s weird but it works
Iโ€™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 Iโ€™m guessing, get some product liability insurance

Would anyone be able to advise me on what sort of legal documents Iโ€™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. Theyโ€™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
First launch, get customers, then get a company if you're doing over $30k in sales
Unless u need a company for payments
But a sole trader would work for that too
So I would disagree and say form a company as a liability shield. Itโ€™s cheap and quick in the uk and us
Highly recommend Stripe Atlas if youโ€™re looking to incorporate in the US
Lmk if you need an invite
Thanks for the offer! I think Iโ€™m gonna stick to the UK for this one
The idea of getting a company was to make it easy to pay people - as itโ€™s myself and a friend and weโ€™re also both self employed. It also protects our own personal self-employment companies from any liability, and itโ€™s quick and cheap to setup
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 ยฃ12 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
USD โ”€ $

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