Published on May 20th, 2010 by Alan L Sklover
Question: I was employed by a large U.S. corporation. Three years ago I received a settlement offer from them for having been sexually harassed. In the settlement agreement, it did not mention the sexual harassment, but it did mention that I had to release all of my claims against the company. I left the company at that time.
Recently, one of their licensees – a company in another country that has an agreement with my former employer to use my employer’s brand on things the licensee manufactures and sells contacted me. I had worked with them while I was with my former employer. The licensee asked me if I was interested in freelance / contract work.
I checked my settlement agreement, and could not find anything that said I could not work for the licensee. Would it be OK for me to work for the licensee as an independent contractor, or would that be either a conflict of interest, or a violation of the settlement agreement?
New York, New York
Answer: Linda, for several reasons I am confident that your working for the licensee – as an employee or as an independent contractor – should not present you with a problem of any kind.
First, even if your settlement agreement with your former employer said or implied that you could not work for the licensee, the passage of three years’ time would almost definitely make any such restriction unenforceable. Such “restrictive covenants” or “non-compete’s” rarely exceed two years in duration.
Second, it is possible that in your settlement agreement there are provisions that require that you keep certain “trade secrets” and other company information confidential, but here again, the passage of three years would quite likely make any information you had quite “stale” and therefore of no value.
Third, there is no “conflict of interest” involved in your working for the licensee. For a conflict of interest to exist, you would need to have some obligation to your former employer that might “tug you both ways,” or require “loyalty to two different masters.” I don’t see any facts or circumstances that would make a “conflict of interest” exist here. If you want to read a Newsletter I wrote on the subject of Conflicts of Interest [click here]. You can also find it on our Blog Library, under the Section Entitled “Disputes and Resolving Them.”
Hope that helps. My best to you.
Best, Al Sklover
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