Former employees and business associates become competitors every day.
When hiring others to work on your team, be mindful that employees and contractors might:
- Leave and start a competing practice;
- Go to work for a competitor;
- Solicit your clients; or
- Use and/or disclose company confidential information.
So, how do you reduce the risk of training your future competitors?
The best business relationships are grounded in trust and mutual benefit. Many people work on a handshake understanding, which is fine until something goes wrong. A little paperwork on the front end can prevent problems down the road. But, all the paperwork in the world won’t prevent someone from leaving. So, to retain key people, they need to feel that this situation is a “good fit” for them.
Tip: Be fair and reasonable about your terms and compensation. Recognize and reward the contributions of high-performing employees and contractors.
The following documents can be used to protect your interests. Your agreements should be reasonable and use plain English (avoid legalistic boilerplate!). Being heavy handed in your agreements may actually be counterproductive.
(1) Non-Compete Agreements
Requiring employees and contractors to sign ‘non-compete’ agreements is a common practice. Unfortunately, the enforceability of non-compete agreements is often unclear.
The basic rule is that non-compete agreements will be enforced if they are:
- Fair and reasonable (in scope, duration & geography);
- Protect legitimate business interests; and
- Do not impose substantial hardship (preclude a person from earning a living).
What is fair and reasonable?
It’s a legal concept that gets interpreted differently in different industries and locations. For example, a reasonable term for a non-compete in a traditional company may be one year. For Internet companies, the reasonable term may be 6 months or less because the technologies and markets are changing so quickly.
Tip: Non-Compete Agreements — Less restrictive is more effective.
Using a boilerplate agreement, “one size fits all situations” is not a good approach. You are usually better served by tailoring an agreement to the specific employee/contractor and identifying the specific business interests that you are protecting (e.g., customer confidential information). The courts are showing a trend of enforcing less restrictive non-competes and not enforcing broad, boilerplate agreements.
(2) Non-Solicitation Agreements
With a non-solicitation agreement, you can protect your legitimate business interests without unduly restricting an employee or contractor’s ability to earn a living. Non-solicitation agreements are more easily enforced than broad-based non-compete agreements.
Tip: Add non-solicitation provisions to your agreements, such as:
“You agree not to divert any business opportunities from the Company to yourself or to any other person or business entity.”
“You also agree that for a period of one year following termination of this agreement, that all clients to which you were introduced by Company shall be considered Company clients and that you will not pursue or accept any additional work with those clients without written permission from Company. In the event that you violate this provision, you agree to pay Company 20% of your first year billings to Company’s clients.”
(3) “Assignment of Rights” for employees
Usually, employment terms provide that an employer owns the rights to works produced by an employee. The employee is the inventor (patent) or creator (copyright) and it is important to have a clear assignment of the employee’s rights to the employer. Without such assignment, inventions of the employee belong to the employee, even though the employee developed the invention during work hours and using the employer’s materials and equipment. The employer retains “shop rights” in the invention. This means that the employer can use the invention without cost in its operations.
Tip: Require employees to sign an invention disclosure and rights assignment form.
(4) “Work for Hire” for contractors
An independent contractor retains rights in works that s/he creates unless there is an explicit statement that it is a “work made for hire.” Contractor agreements need to clearly identify that the Company owns the rights to works created and whether any intellectual property rights are retained by the Contractor.
Tip: Include in the independent contractor agreement a provision that says contractor is performing a “work for hire” and contractor assigns all rights.
In conclusion, it is a good business practice to protect the company’s rights by requiring that employees and contractors sign an agreement that includes confidentiality, non-competition, non-solicitation, and assignment of rights provisions as well as specifies the scope of work and compensation. If you use a standard agreement, it should be reviewed periodically by a knowledgeable business attorney, to ensure that it covers the legal bases in light of recent court decisions.
Doing the paperwork up front reduces the risk that you are training your future competition.
Jean D. Sifleet, Esq, CPA is a practical and experienced business attorney. Jean has extensive experience in dealing with intellectual property matters in the large and small companies and as a small business owner. She has authored numerous books and publications on avoiding legal pitfalls in doing business. This article is excerpted from her new book, A”dvantage IP - Profit from Your Great Ideas” (Infinity 2005). For more information, Jean’s website is http://www.smartfast.com.
One must make sense. If we stick to things that bear shapes and forms seriously, we will become lost beings. Victory over oneself is a real victory. If man were to walk in all directions, a lot of time would be wasted. Wandering in the dark, beware of the pits. All pits are traps laid down to capture their prey. Be the hunter of the Truth and not let plenty of beauties await us at the bottom. Do not let lust get the better of us. A path that is visible is an illusion that appears to the eye. Truth is invisible to the self and so is the Path of Truth.
According to Tao of Heaven, everyone who seeks to cultivate seems to think that meditation will do. Sitting under a tree surrounded by a peaceful sight, man keeps on seeking but he does not realize. Thus, the seeker often asks, what then is the right method to cultivate? Cultivation is based on the Truth, upon facts, and how much one knows and how much one realizes. If sitting cross-legged, one does not find, it is not because the Path is not shown. Rather it is due to the fact that one has not realized. What then is realization that man seeks to find and what should be realized? The stage of realization is to seek the return of your inborn self. The true self with its purity is unstained. The self that can be stained is only the body. The true self can never be stained but rather, it is buried so deeply inside that man forgets about its existence. Therefore, realization is aimed at getting this true self to surface and to allow it to guide you through, says Heaven in the temple of Tao of Heaven.
The realization of Truth often assists man to walk along the path of purity. Differentiate what is materialistic and what is not. Know what is impermanent and keep away from it. Differentiate the truth from the false and the truth from the slander. Learn to uphold purity and use the method to cultivate. If we can realize to this stage, then we will truly gain. Take all things as nil. Erase the thought of “I” and “mine”. Hold onto nothing at all as truth can be found within and it will guide us to the Great Way back to Heaven.
The above is ever compassionate and understand that all humans are fallible. For what is done cannot be undone but what we have not done, we may begin. Try not to be wrong again, turn over a new leaf and leave this suffering sea for good. Rectify the thought. Tolerance must be seen. Be patient to all and things will change along the way. Only love can ease hatred and kindness will soften anger. Seek to solve things in the right way and use the right teaching as a guide. Man must first learn to guide his mind and let the true self emerge and allow its unstained pureness to help mankind. Practise virtues, begin from the home and spread it. We are all from the same root, work in harmony and live in peace. Seek and practise together and the golden shore awaits. These are the words from Heaven to advise us to unite under the sky as one big family.
All men have an inborn nature, that is good and pure. Find it and you will find virtues within. Practise sincerely and do not miss the ship that awaits by the shore as it may never come again your way. Recognize the truth clearly; grasp firmly and strive for progress through the guidance of the truth. These are important words and the earnest wishes from my Heavenly Teacher, JiGong.
T.A Chew, has been learning from Master JiGong for more than ten years and through his personal experiences, it has helped him through many difficulties of life. The realization of life and the true self which is divine has to be restored in order to reach the other shore. Website: http://www.white-sun.com
Fit, durability and style are the key factors to look for when purchasing mens footwear. The top criteria, however, must be comfort. No one is going to wear fashionable shoes for long if they are not also comfortable. Shoes that pinch, bind or cramp your feet can make you miserable, and can also damage your feet.
Shopping for mens shoes should always focus on fit and comfort first, and finding a fashionable, stylish brand second. Quality shoemakers know this and offer a wide range of comfortable footwear options. Brands that are merely fashionable are not going to serve you well if they don’t fit right.
Shopping for shoes that are comfortable and also look good is easier than ever. In order to get a proper fit, you should shop for shoes later in the day, when your feet are larger, and be sure that the brands you try on aren’t too tight. You should be able to wiggle your toes. You shouldn’t hold on to the old notion of foot size - your body changes, and you really should get your feet measured each time you buy shoes. Also, make sure that you get both feet measured, as sometimes one foot is larger. The shoes should fit the larger foot comfortably.
How Do They Fit?
For the most comfortable shoes, you should try them on with the same socks that you will normally wear with the shoes. Make sure you try on both shoes, and walk around the store a bit before purchasing. Buckle or lace up the shoes as you normally would during regular wear. Make sure they fit and bend in the same places that your foot bends. Don’t buy leather shoes that are too tight and expect them to stretch out and be more comfortable once they are “broken in.” They should be comfortable when you try them on and walk.
An experienced sales person in a store with a knowledgeable staff can help you find the right fit and the right styles for your needs. They will be able to steer you toward brands that offer special features for your personal fit needs, such as arch support, and proper cushioning.
Aaron Smith offers information and advice about athletic shoes, dress shoes and other types of shoes at the Top Mens Footwear website. Visit Top-Mens-Footwear.com for more information.