hello everyone! First, this forum is amazing. It really provides loads of helpful information, and I would like to thank everyone for that.Secondly, I have a question here and hopefully you will lend me a bit of your brain on this.My employment contract with a strat. consulting firm says that after the termination of my employment with this firm, I have no right to deal with the firms that I have been in contact with during my employment at this firm for the last 18 month.Which means that if I ever quit this firm... 18 thereafter I have no right to work for its client. Does it seem reasonable to you? If not, how do I negotiate? Any ideas and suggestions will be very welcome.Thank you!

Tell 'em to get stuffed... "unfair contract terms" comes to mind. A clause preventing you working for competitors of their clients may be reasonable, as you will have acquired sensitive knowledge, but anything else is just unnecessarily restrictive. For them to sue you, they will have to prove "damages", i.e. they will have to demonstrate how your action has caused them financial loss. This will be difficult, no?However, they may have got their clients to sign a similar agreement, which would have a lot more force because a) it's a B2B contract, and b) it seems reasonable to put protection in place to stop clients poaching their staff. So, you may find that their clients won't make you an offer anyway, if that's what you're hoping for in due course.Also, pls can you name and shame said employer?

Katie - glad you've found the forum a helpful resource.I rather suspect this clause is there entirely to protect the consultancy against the risk of you leaving and joining one of their arch rivals, then taking the firm's clients with you. It's fairly standard practice within consultancies to have this type of restriction within their contracts.I'd think it very unlikely they are trying to prevent you from joining one of their clients as an employee. Consultancies tend to be rather pleased when this happens as it means they've got an "insider" at the client and someone who's likely to speak highly of them within the client organisation for many years to come. If you think the contract would prevent you from making such a move then ask the firm to clarify if this is their intention and to have the clause reworded if it is not.Tony RestellTop-Consultant.com

KatieCan't argue with Tony's advice.If you want to have a chat with someone about this issue, I'd recommend a call to the ACAS helpline - 08457 47 47 47I've found them pretty useful in the past, re terms of notice and "industry standard" interpretation of contracts. They can give you a good idea of the right sort of questions to ask.One word of caution - I've talked to several people there and the vast majority are excellent but, if you come across any stroppy advisers, who say they can't help, count to ten and call back and the next person (in my experience) will help.Good luckD

Dear SophieThanks for your reply and your arguments.My purpose, in the first place, is to avoid the situation of disputes and damages. On the one hand, I understand them in their desire to protect their intellectual asset base, but one the hand, I dont want this happen at my expense. Neither do I want to be a pain in the ass...And that's why I am asking here about industry-wide practices and to know how to handle this situation.Please leave me your email here if you want the name.Many thankskatie.

Hi Katie,Tony's advice is (as always) very good. I think he's spot on - the main reason for the clause is to stop you taking clients to a competitor. But, the way it's worded does seem to imply that you can't be employed by a client as an employee either.I'm not sure how you can clarify this point without it appearing to your current employer that you're already considering your exit options?If they were stubborn, they could at the least give you a bad reference by saying that you've broken the terms of your contract? Although that may be seen as sour grapes by the future employer? I think however they're unlikely to take it further... they're only really likely to be bothered if you take clients to a competitor or join the client when you're midway through a project for them.A tricky situation indeed... I think Tony's right in saying that you will need to simply craft a carefully worded e-mail to HR to get it confirmed in such a way that they don't think you've already got one foot out the door.

Dear TonyThank you for your advice. I think when something is unclear, it is always better to have a dialogue, right? Clearly, they are very succeptible to brain drain and it is their sensitive issue. But there is a chance that later in my career I may want to work for their client, and the wording of this restriction is very broad and nonspecific. Therefore, a proper talk is due.Again, many thanks for your advice and attention.

DeacsMany thanks for the information!!!Unfortunatelly, I am based in Spain but I think that the industry practices between the two countries should not be totally different. So i will call them up, thank you very much for your help!!!

SophieI agree with you. It takes one to be very diplomatic on how to tackle this issue. Usually you dont discuss exit opportunities when you take up a job, and here is my dilemma - should I raise this question at all if what they obviously mean is that I don't engage in practices that could damage the firm's competitiveness?My answer is: I think I should.

Katie - anyone at all senior in a consulting firm will know that the vast majority of people enter consulting not as a lifetime career but simply as a stepping stone to other things later in life. Indeed if you look at the consulting model - 1 Partner employed for every 20 consulting staff - then it's clear that the majority of consultants are not expected to stay on in consulting beyond the manager level!!Provided you sound committed to spending several years in consulting - but want to ensure you are not closing off your future career options by signing this contract - then I can't imagine any firm would be surprised that you're thinking along these lines.Good luckTony RestellTop-Consultant.com

KatieCan't argue with Tony's advice.If you want to have a chat with someone about this issue, I'd recommend a call to the ACAS helpline - 08457 47 47 47I've found them pretty useful in the past, re terms of notice and "industry standard" interpretation of contracts. They can give you a good idea of the right sort of questions to ask.One word of caution - I've talked to several people there and the vast majority are excellent but, if you come across any stroppy advisers, who say they can't help, count to ten and call back and the next person (in my experience) will help.Good luckD

Tony,Thank you again!Now I feel much more confident in tackling this issue. I will report back when I have it discussed with the firm.Many thanksand all the bestkatie

I am not a lawyer so please do not hang your hat on this advice. From the little I know, I suspect that Sophie is right. Unless you are a partner, 18 months would seem outside the boundaries of what would be considered reasonable. The notion of restraint of trade springs to mind. You are not allowed to directly damage your current employer if you leave. You are allowed to earn a living by working in your chosen field wherever you like. If this went to court (it wouldn't) I suspect that the ruling would be inyour favour and that the contract would be deemed unfair and therefore void. I was with a small consultancy a few years back. We had a similar situation with our contracts, which we had all signed as young graduates. One guy wanted to leave tested it - stood up to them - and took legal advice (others were planning to leave). In the event, the company's attempt to impose highly restrictive terms such as those you mentioned backfired as we all left to join competitors and clients safe in the knowledge that our contracts were unenforceable. My suggestion is to check with a lawyer/helpline or whatever. If it looks unenforceable, keep you mouth shut!The other thing to be careful of is that if you leave, things can get nasty at least in the short term. Some companies will write you a very legalistic sounding letter designed to frighten you into towing the line. They often try it on and you must make sure that if yu leave, you know your rights.

My employer also puts in a default "you hereby agree to opt out of the EU working time regulations" clause. I believe this is sharp practice and have chosen NOT to waive this right, as I am by law entitled to do. I'm just waiting for them to kick up a fuss about it - I'll be knocking on the doors of ACAS or an employment lawyer faster than they can say "lawsuit". I'd love someone to set an example and demonstrate to the MBBB and "Masters of the Universe" mob that they do NOT have to work more than 48 hours per week on average.

Sophie,I heard that Arthur Scargill was looking for some help. Perhaps you should apply!

Get back to work, slacker. Your EM wants that deck finished before he arrives at 10am!

Katie,I have seen this happen a ton of times in the past, and in simple terms it always boils down to this:1) You are a consultant and want to leave2) That clause prevents you working as a consultant, and hence you cannot make a living3) Therefore that clause is deemed unfair as it prevents you putting a roof over yourself.You have no problems with the clause. I have seen it brought up at least 10 times, every time the employer takes legal advice and then backs down straight away

I am an employment lawyer, and it's not quite as simple as people are making out.A non-dealing clause is a type of restrictive covenant, and the way you would proceed will depend whether (a) you have already signed up to it; or (b) you have a draft unsigned contract in front of you.If (a) then anything you say now would simply rock the boat while you are employed, so there would seem to be no point in doing so unless you are seriously considering leaving and going to work for a client.If (b) then you do need to negotiate this clause - ideally out of the contract altogether, or if that can't be done then you need to decide whether to leave it unnegotiated on the grounds that 18m is unreasonable and will likely be unenforceable (a bit of a gamble) or to negotiate it until it is satisfactory to you.These types of clauses ARE enforceable, but only to the extent that they are reasonable in the circumstances. My preliminary view would be that 18m is unreasonably long, but that would be largely dependent on your circumstances and we do not know those. Aside from that, the way in which the rest of the wording narrows or widens the clause is highly relevant and it would be foolish to reach any conclusions until the whole clause has been looked at in detail.A non-dealing clause does not prevent you from working as a consultant - it only restricts you from working with certain clients with whom you may have formed an influential relationship. If there are thousands of other clients out there then the clause may not realistically be a major issue to you in the future. In my experience most employers are willing to either waive the clause in the circumstances, or negotiate it so it is narrower once they have a better idea what your plans are. But the concept of employers 'running scared' that has been painted in some other answers is not one that you should rely upon.Although ACAS may be able to give you preliminary advice, they are primarily a conciliation service and do not have the resources to offer sophisticated strategic legal advice (which I am afraid is what you need on this occasion). You should invest some money in buying a couple of hours of legal advice, so you can strategise on what steps to take now and what steps to take later. I recommend Toni Lorenzo at Lewis Silkin (tell him Alison recommended you). He has built up a specialism in restrictive covenants.

I should add, there is a difference between the amount of time after your termination date that you would be bound by the covenant, and the length of time that the clause looks backwards at your client contacts. Which is the 18 month period, the period after your employment ends, or the period of time before you left? It sounds from your description like it might be the second option - but it is the first option that is most important.