System Non
 |
US $150.00
Non-compete Contracts: the Employer Perspective
A non-compete contract is an agreement signed by an employee or contractor where he/she agrees that they will not engage in certain employment within a certain geographic area for a certain period of time after they quit or are fired. A non-solicitation contract is an agreement signed by an employee or contractor where he/she agrees that they will not contact and/or solicit an employer's customers and/or remaining employees for a certain period of time after they quit or are fired.
Both of these contracts can only be totally understood when you look at them from both the perspectives of the employer and the employee separately. Right now, I shall deal with the non-compete and non-solicitation agreements from teh employer's point of view.
In 1987, the Michigan Legislature passed Section 4(a) of the Anti-Trust Reform Act, which declared that it is the public policy in the State of Michigan to enforce reasonable non-competition and non-solicitation provisions in employment contracts. Prior to this statute, non-compete and non-solicitation agreements were generally disfavored in the State of Michigan by Michigan courts. Judges viewed them as generally non-competitive and potentially as anti-trust violations in that they restricted free trade. Since 1987, Judges have been instructed by legislators to enforce reasonable non-compete agreements. Courts usually make decisions regarding the "reasonable" nature of these agreements in terms of geography, scope, duration, among other terms.
The most important thing for any employer to know is that they cannot simply have people sign these agreements for the sole purpose of stopping them from obtaining other employment, even with a direct competitor. It is well settled that the only concerns that merit a non-compete agreement are those of a legitimate business interest.
If the sole purpose of a non-compete agreement is to avoid ordinary competition, it is unreasonable and unenforceable because of its attack upon free-trade. If the agreement is ever challenged in court, the most important question, which will be posed from the Judge to the employer, is "What is the legitimate business purpose that is served by this non-compete agreement?"
So what is a legitimate business purpose? A legitimate business purpose can be any number of things ranging from:
1. Protecting legitimate trade secrets. This is information held by a company which is not generally known or available to the public, provides a strategic advantage in the market and is actively protected by the company;
2. Protecting confidential information. This is information which may not reach trade secret status but is still protected at a significant level by the company and which gives the company a competitive advantage. Confidential information might include company strategy information, internal communications concerning pricing or market strategy, long term plans of the company in the areas of marketing, pricing, deployment, development or other issues;
3. Protecting an investment in an employee or consultant in terms of special training or development. If a company sends an employee to special training, or provides internal training which represents a cost to the company, courts are often willing to protect that investment by enforcing non-compete contracts; and
4. Protecting other business interests such as loss of clients, good will, reputation, seeing that contracts with clients continue, and referral sources.
What is clear from court decisions is that non-compete agreements are more enforceable when the employee comes from higher up in the hierarchy of the company. This is because upper level employees are typically exposed to more confidential, trade secret, strategic and other information that gives a company a competitive advantage in the market place. Because the "lower level" employee is less likely to come in contact with important trade secrets and other strategic information, a court is less likley to enforce non-compete and non-solicitation terms for these employees.
It should also be noted that courts are very willing to enforce broad and comprehensive non-compete terms on company owners who sell their company to a new owner. This is often because courts recognize that part of the consideration of a company purchase is to preclude the prior owner from then directly competing against the new owner in the marketplace.
Other factors which affect a court’s willingness to enforce a non-compete include whether or not additional consideration was provided to the employee as part of the non-compete arrangement. While additional money is not required by courts in order to make non-competes enforceable, I typically advise companies who are very serious about their non-compete agreements to do something by way of additional consideration in order to increase the likelihood that the non-compete will be enforced.
If a former employee or consultant challenges a non-compete in court, the employer should be very proactive in providing the detail necessary in order to show the court that a legitimate business purpose is being protected. This is because this information will help the court define revised terms of the contract, as,following the 1987 statute, they are unlikely to totally strike the non-compete contract if it is found to be too broad in geographic area or time frame.
The same statute referenced above requires the court to, in effect, re-draft the non-compete to a scope, which is, in fact, reasonable in terms of scope, duration, and geographic region. While some employers draft extremely broad non-competes on the premise that the worst that can happen is that the court will re-draft the document to a more reasonable scope, I typically advise employers to avoid this approach. If your non-compete is ever attacked in court, you may draw the Judge’s ire if you have forced a clearly unreasonable non-compete onto an employee who had little or no choice but to sign. Employers who draft extremely broad and unreasonable non-compete provisions sometimes find themselves with less protection once the court has re-drafted the contract, then if they had simply taken a more reasonable approach on the front end.
Perhaps the most common question I receive from employers is whether they can force a current employee to sign a non-compete. The answer is that Michigan courts will typically enforce non-compete agreements signed by employees, even if the only consideration is continued employment. Thus, at any point during the employer/consultant relationship, an employer may request or even demand that an employee sign a non-compete agreement in order to keep their job.
One of the most important things for any employer to consider in developing a non-compete or non-solicitation program for their employee base is that they cannot selectively enforce those agreements once signed. One of the most common defenses by employees who have signed non-compete agreements is that the employer never enforced those contracts against the other employees who left. Any employer that is serious about its non-compete program, must be vigilant as employees leave the company and make sure that they are sending threat letters and taking judicial action if the contract provisions are being violated.
Some employers don’t feel comfortable in asking their employees to sign non-compete provisions and, quite honestly, some employees have the leverage to avoid signing them altogether. For this class of employers, I almost always recommend that they at least obtain a non-solicitation agreement, which will preclude an employee from raiding the company’s best remaining employees and customers if they should leave.
About the Author
Enrico Schaefer is the founding attorney of Traverse Legal, PLC, a law firm specializing in non-compete, trade secret, confidentiality matters and also in minority shareholder rights litigation. To find out more about non-compete contracts and trade secret law, please visit Trade Secret Law Blog or Traverse Legal's Michigan Non-Compete Enforcement Blog. For information concerning minority shareholder rights visit Shareholder Rights & Oppression Blog.
|
|
Non-Parametric System Identification $112.08 No Synopsis Available |
|
|
Non-State Actors and Authority in the Global System $170 The chapters in this book explore the nature of the relationships between state and non-state actors in an evolving global economic order, where both strive to continue the same system of economic production under new conditions. |
|
|
Lenovo AMD 780V mATX non-AMT System Board 53Y6095 $266.78 Lenovo AMD 780V mATX non-AMT System Board 53Y6095 |
|
|
Lexmark System Board Assembly (non-network) 200 Includes 56P1444 56P2412 $79.82 Lexmark System Board Assembly (non-network) 200 Includes 56P1444 56P2412 |
|
|
351WATT IBM System x3250 M3 Power Supply Non-Redundant 49Y4663 $139.1 351WATT IBM System x3250 M3 Power Supply Non-Redundant 49Y4663 |
|
|
IBM System Board Non-RoHS For IBM eServer 326m 43W0327 $174.44 IBM System Board Non-RoHS For IBM eServer 326m 43W0327 |
|
|
Test Launch of Midgetman Small Icbm Non-Operational System $79.99 Test Launch of Midgetman Small Icbm Non-Operational System - Premium Photographic Print |
|
|
Non $9.49 Non |
|
|
The World Market for Non-Electrostatic Photocopying Equipment with an Optical System $325 This report was created for strategic planners, international executives and import/export managers who are concerned with the market for non-electrostatic photocopying equipment with an optical system. With the globalization of this market, managers can no longer be contented with a local view. Nor can managers be contented with out-of-date statistics that appear several years after the fact. I have developed a methodology, based on macroeconomic and trade models, to estimate the market for non-electrostatic photocopying equipment with an optical system for those countries serving the world market via exports or supplying from various countries via imports. I do so for the current year based on a variety of key historical indicators and econometric models. |
|
|
Non-state Actors and Authority in the Global System (Paperback) $86.44 Description not available. |
|
|
Non-Linear Time Series : A Dynamical System Approach $131.14 No Synopsis Available |
|
|
Chinese Theories of Fiction : A Non-Western Narrative System $29.2 No Synopsis Available |
|
|
Chinese Theories of Fiction: A Non-western Narrative System $78 No Synopsis Available |
|
|
Non-Neuronal Cells of the Nervous System : Function and Dysfunction $497.25 No Synopsis Available |
|
|
Non-stock Production: The Shingo System of Continuous Improvement $58.45 No Synopsis Available |
|
|
Perko / Perko Fuel System Locking Cap f/ 1-1/2" Non-Vented Fills / 1324DP0BLK $30.09 Perko - Perko Fuel System Locking Cap f/ 1-1/2" Non-Vented Fills - 1324DP0BLK |
|
|
Perko / Perko Fuel System Locking Cap f/ 1-1/2" Non-Vented Fills - 0520/0527/0528/0557/0599/1270 / 1324DP1BLK $32.13 Perko - Perko Fuel System Locking Cap f/ 1-1/2" Non-Vented Fills - 0520/0527/0528/0557/0599/1270 - 1324DP1BLK |
|
|
Lenovo Intel Q45 non-AMT (Ga) System Board For ThinkCentre M58p (type 7484) 64Y9766 $250.82 Lenovo Intel Q45 non-AMT (Ga) System Board For ThinkCentre M58p (type 7484) 64Y9766 |
|
|
Lenovo System Board Assembly Intel Integrated Graphics 4500MHD non-AMT (R400) 42W7971 $239.42 Lenovo System Board Assembly Intel Integrated Graphics 4500MHD non-AMT (R400) 42W7971 |
|
|
Lenovo Intel G41 Ga non-AMT System Board For ThinkCentre A70z (Type 1165) 71Y8202 $248.54 Lenovo Intel G41 Ga non-AMT System Board For ThinkCentre A70z (Type 1165) 71Y8202 |
|
|
Lenovo Intel G41 MATX(Ga) non-AMT System Board For ThinkCentre A58 (type 7515) 46R8891 $200.66 Lenovo Intel G41 MATX(Ga) non-AMT System Board For ThinkCentre A58 (type 7515) 46R8891 |
|
|
Lenovo System Board Non-AMT Ga (Hard From 87H5127) For ThinkCentre M57 (type 9970) 45R4852 $167.6 Lenovo System Board Non-AMT Ga (Hard From 87H5127) For ThinkCentre M57 (type 9970) 45R4852 |
|
|
351 Watt IBM System x3250 M3 Power Supply Non-Redundant High-Efficient Aem 49Y4664 $125.42 351 Watt IBM System x3250 M3 Power Supply Non-Redundant High-Efficient Aem 49Y4664 |
|
|
Measuring the Non-Observed Economy $92 This essential Handbook makes underground, hidden, grey economies intelligible and consistently quantifiable. An invaluable tool for statistics producers and users and researchers, the book explains how the non-observed economy can be measured and comments on the reliability of and differences between various methods. The purpose of this Handbook is to identify and promote best practice consistent with international standards like the 1993 System of National Accounts . |
|
|
Acquiring a Non-Native Phonology $150 This is a study of the phonological development of a family of L2 English learners. It is the first full-length book that focuses on a tightly-knit group of learners' acquisition of phonology over a longitudinal timeframe, and the first book to study both social and linguistic factors across that time period. Jette G. Hansen analyses this data gathered from actual language learners in the light of recent theory, as well as challenging aspects of current thinking on the subject of second language acquisition. Acquiring a Non-Native Phonology therefore makes an important and original contribution to the field and provides an in-depth analysis and discussion of the developmental processes in acquiring a non-native sound system which has not previously been presented. The book is aimed at academics interested in second language acquisition, and researchers studying phonology in general. |
|
|
Non-linear wave propagation $155 In this book, we study theoretical and practical aspects of computing methods for mathematical modelling of nonlinear systems. A number of computing techniques are considered, such as methods of operator approximation with any given accuracy; operator interpolation techniques including a non-Lagrange interpolation; methods of system representation subject to constraints associated with concepts of causality, memory and stationarity; methods of system representation with an accuracy that is the best within a given class of models; methods of covariance matrix estimation; methods for low-rank matrix approximations; hybrid methods based on a combination of iterative procedures and best operator approximation; and methods for information compression and filtering under condition that a filter model should satisfy restrictions associated with causality and different types of memory. As a result, the book represents a blend of new methods in general computational analysis, and specific, but also generic, techniques for study of systems theory ant its particular branches, such as optimal filtering and information compression. - Best operator approximation, - Non-Lagrange interpolation, - Generic Karhunen-Loeve transform - Generalised low-rank matrix approximation - Optimal data compression - Optimal nonlinear filtering |
|
|
Omnigrip Non-slip Ruler $25 Made especially for quilting, sewing, and crafting projects Use with rotary cutters or straight edge bladesNon-slip backing ensures straight cuttingUnique numbering and angle system is sure to assist with all your crafts and sewing projectsMade for left or right handed individuals Clear background and neon lines make this ruler easy-to-useRuler measures 8.5 inches x 8.5 inches |
|
|
Ubuntu for Non-geeks, (Paperback) $47.48 Full of tips, tricks, and helpful pointers, Ubuntu for Non-Geeks, 5th Edition is a hands-on, project-based guide to Ubuntu, a completely free Linux operating system. Authors Rickford Grant and Phil Bull tackle topics of interest to the everyday user, such as customizing the desktop, installing new programs, connecting to the Internet, playing audio and video, and even a bit of the command line. The beauty of Linux is that you can do just about anything with it right out of the box, and the authors get new users up and running in no time. Readers will learn to edit photos and videos, browse the Web, sync their iPod or iPad, and more, all with freely available tools. This edition includes an overview of the new Unity desktop, troubleshooting and security hints, and how to make Ubuntu and your Windows or Mac computers play together nicely. Everything is explained step-by-step in plain English, perfect for the non-geek. Praised by Cory Doctorow, co-editor of Boing Boing, as "a fast, crystal-clear topical tour of the amazing collective accomplishment embodied in Ubuntu." |