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Consulting agreement - survivability

Discussion in 'Independent Contractors & Consultants' started by Lidro, Jun 18, 2020.

  1. Lidro

    Lidro Law Topic Starter New Member

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    Jurisdiction:
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    Hi, I have a really strange clause in my contract and I cannot understand its complete meaning. Could you please 'translate' this to normal English for me ? I'm not familiar with US law.

    "Any provision of this agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this agreement and consultant’s engagement by the company."

    There are clauses in the contract that define a period of time after the contract has ended during which period I am forbidden to do certain things, such as work for a competing company. Is this meant to address them or does it make everything in the contract eternal (is this even legal) ?

    Also on operating using company-owned computer - if it gets stolen could this be construed as a confidentiality breach if it contains sensitive company documents ? This isn't mentioned in the contract explicitly but there's a confidentiality clause in it.
    Would I need to provide proof that I took precautions or should the company prove that I was neglectful in this case ? Assume it's a home burglary and the machine wasn't left unattended in say a cafe, in which case I think the fault would be mine.
     
  2. Zigner

    Zigner Well-Known Member

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    You need to have your entire agreement reviewed by an attorney.
     
  3. zddoodah

    zddoodah Well-Known Member

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    Without reading the entire agreement, about all I can say is that there's nothing strange about the language you quoted. However, I'll give you and example. Let's say that the contract is for consulting services that last a month. Or, let's say that it's an open-ended agreement that the other party terminates after a month. Let's also say that the contract contains confidentiality language. The paragraph in question is saying that the confidentiality obligations continue even though the agreement has been terminated.

    I suppose in the abstract world of all that is hypothetical, someone could consider it as such. Again, a thorough review of the contract would be needed to address a hypothetical like this intelligently.

    Would you need to do this for what purpose?
     
  4. army judge

    army judge Super Moderator

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    If you've SIGNED the agreement, its too late to ponder it's contents.

    The time to seek interpretation of any contract is BEFORE you sign it.
     
  5. adjusterjack

    adjusterjack Super Moderator

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    That's something best asked of your employer because your employer is the one that will take whatever action he thinks best under any given set of circumstances.
     
  6. Lidro

    Lidro Law Topic Starter New Member

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    Thank you all for your input. I haven't signed anything yet, that's why I'm asking.

    If I had access to a US attorney I would've had it reviewed immediately. Unfortunately I don't live in the US and there are no lawyers competent in US law where I live. I've had a brief consultation with a local attorney. But I think some of the finer contract details would only be visible to people who know well and operate under US law every day. Sometimes a single word or how a sentence is constructed could make a difference. I'll try to see if there's a way to have this reviewed remotely.
     
  7. Zigner

    Zigner Well-Known Member

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    Why do you believe that the jurisdiction for this matter is "Washington"?
     

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