1 00:00:00,049 --> 00:00:01,549 Hello everyone. 2 00:00:01,889 --> 00:00:04,739 Welcome to LinkedIn Live. 3 00:00:04,744 --> 00:00:08,229 I have these every last Wednesday of 4 00:00:08,234 --> 00:00:09,977 the month, at noon. 5 00:00:10,315 --> 00:00:10,915 Eastern. 6 00:00:11,315 --> 00:00:14,785 So, again, Erin Austin, very happy 7 00:00:14,785 --> 00:00:16,405 to be here with you, founder of 8 00:00:16,410 --> 00:00:20,036 Think Beyond ip, we talk about. 9 00:00:20,301 --> 00:00:23,001 Issues that help you scale and 10 00:00:23,001 --> 00:00:25,821 hopefully someday sell your business. 11 00:00:26,104 --> 00:00:28,487 this is being recorded live on 12 00:00:28,487 --> 00:00:30,827 LinkedIn live, but it's also going to 13 00:00:30,827 --> 00:00:33,343 be, distributed as part of my podcast. 14 00:00:34,028 --> 00:00:35,048 Hourly to exit. 15 00:00:35,471 --> 00:00:37,088 So just to let you know if you are 16 00:00:37,088 --> 00:00:38,948 listening to this on the podcast, 17 00:00:38,948 --> 00:00:41,168 that there are some slides that 18 00:00:41,168 --> 00:00:44,048 go with this conversation that 19 00:00:44,048 --> 00:00:45,008 will be helpful. 20 00:00:45,210 --> 00:00:47,318 So you can find them either over, 21 00:00:47,368 --> 00:00:49,228 my YouTube channel for Think Beyond 22 00:00:49,228 --> 00:00:51,916 ip, YouTube channel, or, I will have 23 00:00:52,212 --> 00:00:53,352 that there's a link to the slides 24 00:00:53,352 --> 00:00:55,002 actually in the show notes as well. 25 00:00:55,296 --> 00:00:56,256 either way, you should be 26 00:00:56,256 --> 00:00:57,216 able to get. 27 00:00:57,330 --> 00:00:59,767 The full benefit of our conversation 28 00:00:59,767 --> 00:01:01,762 today, Feel free to put, 29 00:01:01,762 --> 00:01:04,504 questions in the chat at any time. 30 00:01:04,934 --> 00:01:06,601 Today we're going to talk about 31 00:01:06,601 --> 00:01:09,721 non-competes, which I call niche 32 00:01:09,871 --> 00:01:12,494 killers, and, that will become 33 00:01:12,499 --> 00:01:13,477 very, obvious. 34 00:01:13,855 --> 00:01:16,552 Why, as we go through our 35 00:01:16,612 --> 00:01:17,632 conversation. 36 00:01:18,048 --> 00:01:20,058 first, what is a non-compete? 37 00:01:20,088 --> 00:01:22,218 So, non-compete is a restrictive 38 00:01:22,218 --> 00:01:24,528 covenant, and you'll find it as 39 00:01:24,528 --> 00:01:27,678 a provision in your client agreements 40 00:01:27,938 --> 00:01:30,138 where they restrict your ability or 41 00:01:30,143 --> 00:01:32,670 maybe even prohibit you from working 42 00:01:32,820 --> 00:01:34,790 with any of their competitors. 43 00:01:35,444 --> 00:01:37,514 what is a group of competitors? 44 00:01:37,514 --> 00:01:39,224 If you specialize in working with 45 00:01:39,224 --> 00:01:41,084 law firms or you specialize working 46 00:01:41,084 --> 00:01:43,604 with doctors, or you specialize working 47 00:01:43,604 --> 00:01:46,544 with teachers, a group of competitors 48 00:01:46,544 --> 00:01:48,104 is a niche. 49 00:01:48,615 --> 00:01:50,535 And so that specialized 50 00:01:50,535 --> 00:01:53,715 segment for your goods or services. 51 00:01:54,092 --> 00:01:56,323 Now, if you are here, you've 52 00:01:56,323 --> 00:01:58,737 probably heard a million times that, 53 00:01:58,737 --> 00:02:01,676 riches are in the niches there are 54 00:02:01,681 --> 00:02:03,806 tons of resources, if you haven't heard 55 00:02:03,811 --> 00:02:06,483 that before, that I can point you to. 56 00:02:06,483 --> 00:02:08,001 I love the, business of 57 00:02:08,001 --> 00:02:09,111 Authority podcast. 58 00:02:09,116 --> 00:02:10,191 Talks about that a lot. 59 00:02:10,191 --> 00:02:11,631 Jonathan Stark and Rochelle Moton. 60 00:02:12,366 --> 00:02:14,150 also, biz Chicks talks 61 00:02:14,150 --> 00:02:15,410 about it a lot. 62 00:02:15,740 --> 00:02:17,460 the two bobs, there's so many 63 00:02:17,490 --> 00:02:21,171 resources to tell you about the value 64 00:02:21,176 --> 00:02:22,743 of having a niche. 65 00:02:23,024 --> 00:02:24,434 Now, just to go over them very 66 00:02:24,434 --> 00:02:27,947 quickly here, one, know, to be fishing 67 00:02:27,947 --> 00:02:31,023 in a, Small pool instead of fishing 68 00:02:31,053 --> 00:02:31,953 in an ocean. 69 00:02:32,126 --> 00:02:34,533 Your resources are the same whether 70 00:02:34,533 --> 00:02:36,455 you're fishing in an ocean or you're 71 00:02:36,455 --> 00:02:38,225 fishing in a pond, and so you're 72 00:02:38,225 --> 00:02:39,815 gonna be a lot more effective fishing 73 00:02:39,815 --> 00:02:41,735 in a pond with your resources than 74 00:02:41,735 --> 00:02:43,565 you are fishing in an ocean. 75 00:02:43,925 --> 00:02:45,400 Also, when you have a niche, you 76 00:02:45,400 --> 00:02:47,020 get very strong positioning. 77 00:02:47,230 --> 00:02:50,000 You become known as the go-to person 78 00:02:50,626 --> 00:02:54,940 or the authority in your area, and that 79 00:02:54,940 --> 00:02:57,280 is only possible within a niche. 80 00:02:58,052 --> 00:03:00,029 You have less spending on 81 00:03:00,029 --> 00:03:00,959 your marketing. 82 00:03:01,205 --> 00:03:03,931 When you are known as the authority or 83 00:03:03,931 --> 00:03:06,061 the go-to person, then you are 84 00:03:06,061 --> 00:03:07,591 highly referable. 85 00:03:07,591 --> 00:03:09,061 People will know, oh, I know 86 00:03:09,061 --> 00:03:11,030 exactly You are an accountant 87 00:03:11,035 --> 00:03:13,341 and you need help with your S E O. 88 00:03:13,731 --> 00:03:15,352 I know exactly who you need to talk to. 89 00:03:15,996 --> 00:03:18,679 So you become very referable and, 90 00:03:18,755 --> 00:03:20,405 therefore spend less on marketing 91 00:03:20,968 --> 00:03:24,238 when you are known as the authority 92 00:03:24,243 --> 00:03:25,708 in an area you can. 93 00:03:25,929 --> 00:03:28,929 command higher premium pricing. 94 00:03:29,129 --> 00:03:31,299 You cannot get those premium pricing when 95 00:03:31,299 --> 00:03:34,899 you are just another SEO expert or just 96 00:03:34,904 --> 00:03:36,069 another copywriter. 97 00:03:36,376 --> 00:03:37,516 and then it, of course, it 98 00:03:37,516 --> 00:03:39,321 accelerates the development of 99 00:03:39,321 --> 00:03:40,251 your expertise. 100 00:03:40,422 --> 00:03:42,462 When you are working in a specific 101 00:03:42,467 --> 00:03:44,502 area, you get to know intimately 102 00:03:44,751 --> 00:03:46,879 the issues that your clients have, 103 00:03:47,123 --> 00:03:48,844 their businesses really well, you 104 00:03:48,849 --> 00:03:50,991 know the language that they, speak 105 00:03:51,274 --> 00:03:53,366 and that helps you really accelerate 106 00:03:53,366 --> 00:03:54,446 your expertise. 107 00:03:54,818 --> 00:03:56,306 It's all kind of builds on 108 00:03:56,306 --> 00:03:56,846 each other. 109 00:03:57,220 --> 00:03:59,887 And so if riches are in the niches, 110 00:03:59,887 --> 00:04:02,497 then what is in non-competes? 111 00:04:02,752 --> 00:04:04,327 And so it's really kind of the opposite 112 00:04:04,327 --> 00:04:05,568 of what's, the riches In the 113 00:04:05,573 --> 00:04:07,908 niches, you have weak positioning. 114 00:04:07,968 --> 00:04:10,319 if you are working, if you're doing 115 00:04:10,439 --> 00:04:12,149 SEO o for every different kind of 116 00:04:12,154 --> 00:04:15,966 client, it is very hard to have a 117 00:04:15,966 --> 00:04:17,796 strong positioning, as they say. 118 00:04:17,796 --> 00:04:19,953 If you work with everyone, then you 119 00:04:19,953 --> 00:04:21,423 work with no one. 120 00:04:21,772 --> 00:04:23,757 Your messaging is very squishy. 121 00:04:23,887 --> 00:04:26,722 Are you talking to, clients who 122 00:04:26,722 --> 00:04:28,612 serve customers, or are you talking 123 00:04:28,612 --> 00:04:30,892 to clients who serve patients, or 124 00:04:30,892 --> 00:04:33,262 are you talking to clients that serve, 125 00:04:33,481 --> 00:04:34,381 collaborators like. 126 00:04:34,676 --> 00:04:35,966 Who are you talking to? 127 00:04:35,966 --> 00:04:37,826 What is the language that they're using? 128 00:04:38,201 --> 00:04:39,660 And that's hard to do if you don't 129 00:04:39,660 --> 00:04:40,650 have a niche. 130 00:04:40,977 --> 00:04:42,913 You get a grab bag of clients. 131 00:04:42,913 --> 00:04:45,233 in the legal world they're called, the, 132 00:04:45,233 --> 00:04:46,343 front door clients. 133 00:04:46,343 --> 00:04:47,393 Like anyone who walks through the 134 00:04:47,393 --> 00:04:49,675 front door is your client is, and that 135 00:04:49,680 --> 00:04:51,777 generalist, law practice that's, 136 00:04:52,019 --> 00:04:54,124 Actually, pretty hard to maintain. 137 00:04:54,464 --> 00:04:57,018 the more niched a lawyer is, the 138 00:04:57,018 --> 00:04:59,907 higher and more premium prices 139 00:04:59,907 --> 00:05:00,777 they can command. 140 00:05:00,777 --> 00:05:03,901 And that applies to many other areas of 141 00:05:03,901 --> 00:05:04,831 expertise as well. 142 00:05:05,013 --> 00:05:07,163 And then if you are getting referrals 143 00:05:07,163 --> 00:05:08,903 at all, cuz sometimes you aren't 144 00:05:08,903 --> 00:05:09,713 because people. 145 00:05:09,844 --> 00:05:11,584 Find it hard to refer to you. 146 00:05:11,910 --> 00:05:13,204 They aren't the right kind 147 00:05:13,204 --> 00:05:13,924 of referrals. 148 00:05:13,924 --> 00:05:15,124 They don't quite understand 149 00:05:15,124 --> 00:05:16,024 what you do. 150 00:05:16,309 --> 00:05:18,932 so if they just hear some random 151 00:05:18,932 --> 00:05:20,942 buzzword, then they'll go, oh yeah, 152 00:05:20,942 --> 00:05:22,833 I think you need to talk to this person. 153 00:05:23,056 --> 00:05:24,633 And then you spend time on the phone 154 00:05:24,633 --> 00:05:25,983 with them and find out that they're 155 00:05:25,983 --> 00:05:27,895 not the right referral for you. 156 00:05:28,753 --> 00:05:30,759 It's much harder to build valuable 157 00:05:30,759 --> 00:05:33,279 IP because again, you're kind of all 158 00:05:33,309 --> 00:05:36,170 over the place and often you'll find 159 00:05:36,170 --> 00:05:38,420 yourself reduced to selling your time 160 00:05:38,420 --> 00:05:40,220 instead of selling your expertise. 161 00:05:40,543 --> 00:05:43,434 these are the reasons we don't 162 00:05:43,434 --> 00:05:45,654 like non-competes, which interfere 163 00:05:45,714 --> 00:05:49,072 in our ability to create niches and 164 00:05:49,072 --> 00:05:50,782 all the wonderful riches that 165 00:05:50,812 --> 00:05:52,072 come with them. 166 00:05:52,460 --> 00:05:55,181 So let's talk about some 167 00:05:55,181 --> 00:05:58,331 specific examples of non-compete 168 00:05:58,331 --> 00:06:00,131 provisions that you will see in your 169 00:06:00,131 --> 00:06:01,161 services agreements. 170 00:06:01,808 --> 00:06:04,418 again, look for the slides if you are 171 00:06:04,418 --> 00:06:06,354 listening to this on the podcast. 172 00:06:07,249 --> 00:06:10,562 So my first example, which, involves 173 00:06:10,562 --> 00:06:12,857 when you are the subcontractor and 174 00:06:12,857 --> 00:06:15,363 there is an end client it is not. 175 00:06:16,068 --> 00:06:18,618 That unusual for your immediate 176 00:06:18,618 --> 00:06:20,628 client to want to prevent you as a 177 00:06:20,628 --> 00:06:23,118 subcontractor from doing an end run 178 00:06:23,427 --> 00:06:25,788 and serving that end client directly? 179 00:06:26,098 --> 00:06:27,542 not that I'm a huge. 180 00:06:27,792 --> 00:06:30,698 Antifa of non-competes, but 181 00:06:30,698 --> 00:06:34,298 the only time I'm not offended by 182 00:06:34,303 --> 00:06:36,448 non-competes is in this circumstance, 183 00:06:36,448 --> 00:06:39,082 it is fair for your client not 184 00:06:39,082 --> 00:06:40,777 to expect you to like, do the end 185 00:06:40,777 --> 00:06:42,367 run and go directly to the end client. 186 00:06:42,949 --> 00:06:44,649 for those services that you've been 187 00:06:44,649 --> 00:06:45,399 engaged to do. 188 00:06:45,847 --> 00:06:48,300 in this example, if the contractor 189 00:06:48,300 --> 00:06:50,190 provides services to a client of 190 00:06:50,190 --> 00:06:52,257 company under this agreement, 191 00:06:52,257 --> 00:06:55,167 subcontractor agrees not to independently 192 00:06:55,167 --> 00:06:57,777 contract to provide services to such 193 00:06:57,777 --> 00:07:00,857 client during the same period and for 194 00:07:00,857 --> 00:07:02,957 a period of one year after completion, 195 00:07:03,717 --> 00:07:05,807 expiration, or termination of 196 00:07:05,807 --> 00:07:07,007 such services. 197 00:07:07,461 --> 00:07:10,155 If subcontractor has an existing 198 00:07:10,155 --> 00:07:11,835 agreement in place with a company 199 00:07:11,835 --> 00:07:14,228 client prior to the effective date of 200 00:07:14,228 --> 00:07:16,793 this agreement, any services provided 201 00:07:16,798 --> 00:07:19,283 by subcontractor pursuant to that 202 00:07:19,283 --> 00:07:20,933 agreement are excluded from 203 00:07:20,933 --> 00:07:22,433 the proceeding restriction. 204 00:07:22,789 --> 00:07:24,353 And just to clarify, in this 205 00:07:24,358 --> 00:07:26,903 example, you are the subcontractor 206 00:07:27,143 --> 00:07:30,159 and your client is company and then 207 00:07:30,159 --> 00:07:32,019 company client would be the end client. 208 00:07:32,648 --> 00:07:35,150 And so this is an example where, your 209 00:07:35,150 --> 00:07:37,010 client does not want you to do an end 210 00:07:37,010 --> 00:07:38,750 run to go directly to the end client. 211 00:07:39,102 --> 00:07:42,336 That said, it is still too broad. 212 00:07:42,686 --> 00:07:44,586 There are a number of issues that 213 00:07:44,586 --> 00:07:47,539 I have with that provision and, In 214 00:07:47,539 --> 00:07:50,279 this next slide, I am, addressing 215 00:07:50,279 --> 00:07:52,229 the way that I would remedy this 216 00:07:52,229 --> 00:07:54,449 to make it more reasonable so it 217 00:07:54,539 --> 00:07:57,419 doesn't interfere with your ability to 218 00:07:57,424 --> 00:07:58,379 create your niche. 219 00:07:58,625 --> 00:08:00,419 I e work with competitors of your 220 00:08:00,419 --> 00:08:03,342 client, In this one, one, you need to 221 00:08:03,342 --> 00:08:05,412 make sure that you actually know who 222 00:08:05,412 --> 00:08:06,522 that end client is. 223 00:08:06,738 --> 00:08:08,412 Depending on the nature of your 224 00:08:08,412 --> 00:08:10,902 services, sometimes you don't know who 225 00:08:10,902 --> 00:08:11,952 the end client is. 226 00:08:11,952 --> 00:08:13,062 Maybe you're brought in just 227 00:08:13,062 --> 00:08:14,502 to do something specifically. 228 00:08:14,722 --> 00:08:16,694 Maybe, in the market research field, 229 00:08:16,844 --> 00:08:18,044 you may be brought in to provide. 230 00:08:18,614 --> 00:08:20,264 respondents and you don't know who 231 00:08:20,264 --> 00:08:22,334 the end client is, so you certainly 232 00:08:22,334 --> 00:08:25,574 don't want to agree to, not provide, 233 00:08:25,674 --> 00:08:27,624 services with an end client that you're 234 00:08:27,624 --> 00:08:28,794 not even aware of. 235 00:08:28,794 --> 00:08:31,068 So you, would, accidentally breach 236 00:08:31,068 --> 00:08:31,508 your agreement. 237 00:08:32,236 --> 00:08:34,965 Also, you may provide services 238 00:08:34,965 --> 00:08:36,795 that don't actually compete 239 00:08:36,795 --> 00:08:37,605 with your client. 240 00:08:37,695 --> 00:08:39,435 You may be in completely different 241 00:08:39,440 --> 00:08:42,442 industries, but your client is providing 242 00:08:42,442 --> 00:08:45,183 kind of a 360 degree, solution. 243 00:08:45,183 --> 00:08:46,473 And so they need to bring in 244 00:08:46,473 --> 00:08:47,603 subcontractors in order. 245 00:08:48,218 --> 00:08:50,047 To fill in the blanks where they 246 00:08:50,077 --> 00:08:51,967 don't have that expertise in house. 247 00:08:52,260 --> 00:08:55,048 So if you are not competing with your 248 00:08:55,048 --> 00:08:57,238 client, there's no reason for you to 249 00:08:57,238 --> 00:08:59,788 not be able to work with that end client 250 00:09:00,115 --> 00:09:01,975 providing services that don't even 251 00:09:01,975 --> 00:09:03,895 compete with your immediate client. 252 00:09:04,195 --> 00:09:05,725 So you wanna make sure it's clear 253 00:09:05,730 --> 00:09:08,242 that any non-compete would apply only 254 00:09:08,242 --> 00:09:10,252 to services that compete with your 255 00:09:10,252 --> 00:09:11,212 immediate client. 256 00:09:11,562 --> 00:09:15,557 Also for that one year tale, that one 257 00:09:15,557 --> 00:09:18,282 year non-compete period after your 258 00:09:18,282 --> 00:09:19,872 services have been completed. 259 00:09:20,185 --> 00:09:22,908 the point is for you to not poach 260 00:09:22,968 --> 00:09:25,769 this client, the point is not for. 261 00:09:26,459 --> 00:09:28,589 There to be some exclusive market 262 00:09:28,594 --> 00:09:30,809 that only your client can play in. 263 00:09:31,140 --> 00:09:33,352 You have your own expertise, they have 264 00:09:33,352 --> 00:09:34,402 their expertise. 265 00:09:34,725 --> 00:09:35,932 You should be able to go out in the 266 00:09:35,932 --> 00:09:37,792 market and compete in the market 267 00:09:37,797 --> 00:09:40,192 based on your expertise without 268 00:09:40,312 --> 00:09:41,572 any restrictions. 269 00:09:41,847 --> 00:09:43,762 And so that non-compete period 270 00:09:44,093 --> 00:09:46,112 just apply to providing services 271 00:09:46,112 --> 00:09:48,122 to that client in connection with 272 00:09:48,182 --> 00:09:49,232 this engagement. 273 00:09:49,551 --> 00:09:54,381 And then, never, agree to anything 274 00:09:54,381 --> 00:09:57,352 that will interfere with your current 275 00:09:57,352 --> 00:09:58,252 relationships. 276 00:09:58,626 --> 00:10:01,266 As an expert, one of your most valuable 277 00:10:01,266 --> 00:10:04,116 assets are your relationships. 278 00:10:04,356 --> 00:10:05,856 So if you have relationships 279 00:10:05,856 --> 00:10:07,596 either that you're cultivating or. 280 00:10:08,357 --> 00:10:11,514 That are with actual clients, you want to 281 00:10:11,514 --> 00:10:13,192 be able to continue to cultivate those 282 00:10:13,192 --> 00:10:14,062 relationships. 283 00:10:14,092 --> 00:10:15,262 You don't want anything to come 284 00:10:15,262 --> 00:10:17,183 between you and that, obviously 285 00:10:17,183 --> 00:10:19,649 if you have a client that has, 286 00:10:19,649 --> 00:10:20,875 worked with you in the past and they 287 00:10:20,875 --> 00:10:22,465 come back to you, can you imagine 288 00:10:22,656 --> 00:10:24,145 having to say no? 289 00:10:24,425 --> 00:10:26,029 because of one of these non-compete 290 00:10:26,029 --> 00:10:26,719 provisions. 291 00:10:26,966 --> 00:10:30,350 So make sure that it doesn't apply that 292 00:10:30,350 --> 00:10:31,280 any non-compete. 293 00:10:31,432 --> 00:10:35,644 Not only carves out existing agreements 294 00:10:35,644 --> 00:10:37,954 but it also carves out existing 295 00:10:37,984 --> 00:10:39,064 relationships. 296 00:10:39,566 --> 00:10:40,807 Another example. 297 00:10:40,807 --> 00:10:42,546 So this is, a more general 298 00:10:42,546 --> 00:10:45,512 non-compete, not the subcontractor 299 00:10:45,609 --> 00:10:48,759 scenario, but it is just you and your 300 00:10:48,764 --> 00:10:51,765 client may, have engage with the 301 00:10:51,765 --> 00:10:54,374 same market from time to time, and 302 00:10:54,374 --> 00:10:56,654 your client just wants you completely 303 00:10:56,654 --> 00:10:57,614 out of the market. 304 00:10:57,883 --> 00:10:59,030 and just because you've worked 305 00:10:59,030 --> 00:11:00,710 together on this one specific 306 00:11:00,710 --> 00:11:03,230 project, and that is unreasonable. 307 00:11:03,560 --> 00:11:06,019 So this language during the term 308 00:11:06,019 --> 00:11:07,729 of this agreement, and for a period 309 00:11:07,729 --> 00:11:09,619 of one year after the termination 310 00:11:09,619 --> 00:11:10,519 of this agreement. 311 00:11:10,820 --> 00:11:12,800 Contractor shall not engage in 312 00:11:12,860 --> 00:11:15,320 any employment, consulting, or 313 00:11:15,380 --> 00:11:17,480 other activity that competes 314 00:11:17,480 --> 00:11:18,590 with the business. 315 00:11:18,770 --> 00:11:21,873 Proposed business or business interest 316 00:11:21,873 --> 00:11:24,245 of company and contractor will not 317 00:11:24,250 --> 00:11:26,735 assist any other person or entity 318 00:11:27,012 --> 00:11:29,165 in doing so without company's prior 319 00:11:29,165 --> 00:11:30,005 written consent. 320 00:11:30,871 --> 00:11:32,858 There are many, many things wrong 321 00:11:32,858 --> 00:11:33,968 with this provision. 322 00:11:34,178 --> 00:11:37,329 So many that my recommendation is 323 00:11:37,329 --> 00:11:39,039 to simply strike it. 324 00:11:39,229 --> 00:11:40,620 you're not in the business of 325 00:11:40,680 --> 00:11:43,600 carving up the market for using 326 00:11:43,605 --> 00:11:44,770 your expertise. 327 00:11:45,090 --> 00:11:48,034 you have yours, they have theirs, and 328 00:11:48,034 --> 00:11:49,954 you should be able to go out into the 329 00:11:49,954 --> 00:11:51,094 market and compete. 330 00:11:51,369 --> 00:11:53,597 As the market, demands. 331 00:11:53,854 --> 00:11:56,374 step one is try to eliminate it 332 00:11:56,374 --> 00:11:57,154 all together. 333 00:11:57,501 --> 00:12:00,391 Now, any contract negotiation depends 334 00:12:00,391 --> 00:12:03,873 on the relative, negotiating power 335 00:12:03,878 --> 00:12:07,449 of each And so there may be a reason 336 00:12:07,449 --> 00:12:10,650 that you need to agree to some level 337 00:12:10,650 --> 00:12:13,053 of non-compete, and so you need 338 00:12:13,053 --> 00:12:15,333 to negotiate this provision. 339 00:12:15,860 --> 00:12:17,686 So here my recommendation, the 340 00:12:17,686 --> 00:12:20,958 fallback position would be first limit 341 00:12:20,958 --> 00:12:23,448 the term or the non-compete to the 342 00:12:23,448 --> 00:12:25,758 term that you're working together. 343 00:12:26,151 --> 00:12:29,054 Two, the restriction on Doing competing 344 00:12:29,054 --> 00:12:32,084 employment or other activity 345 00:12:32,220 --> 00:12:34,355 is far too broad. 346 00:12:34,527 --> 00:12:36,991 maybe you are solo and one of your 347 00:12:36,991 --> 00:12:38,191 other clients, wants you to go in 348 00:12:38,191 --> 00:12:41,255 house and that is a competing client. 349 00:12:41,595 --> 00:12:43,065 There should be no restriction 350 00:12:43,065 --> 00:12:45,405 on your ability to go in-house 351 00:12:45,621 --> 00:12:47,625 with a client and provide services. 352 00:12:47,959 --> 00:12:50,399 you will always be subject to the 353 00:12:50,399 --> 00:12:51,869 non-disclosure obligations. 354 00:12:52,213 --> 00:12:54,733 You, of course, are not permitted to use 355 00:12:54,793 --> 00:12:56,556 any other party's, intellectual 356 00:12:56,556 --> 00:12:58,896 property or their secrets without 357 00:12:58,896 --> 00:13:01,206 their permission, but for you to use 358 00:13:01,206 --> 00:13:02,916 your expertise, you can use it 359 00:13:02,916 --> 00:13:03,716 with anyone. 360 00:13:04,141 --> 00:13:05,581 and so we're limiting that 361 00:13:05,581 --> 00:13:07,475 language, that competes with 362 00:13:07,475 --> 00:13:09,846 the services, they have here. 363 00:13:09,876 --> 00:13:11,736 You can't compete with proposed 364 00:13:11,736 --> 00:13:14,376 business or business interest. 365 00:13:14,376 --> 00:13:15,786 I mean, how broad is that? 366 00:13:16,116 --> 00:13:18,576 How would you possibly know what 367 00:13:18,666 --> 00:13:21,155 other proposed business, prospects 368 00:13:21,155 --> 00:13:23,015 they're looking at, what other business 369 00:13:23,015 --> 00:13:25,085 interests they have other than what 370 00:13:25,085 --> 00:13:27,705 you're directly engaged to perform. 371 00:13:27,923 --> 00:13:29,625 So you need to eliminate anything 372 00:13:29,625 --> 00:13:32,745 that is so broad and so vague as proposed 373 00:13:32,745 --> 00:13:33,585 business interests. 374 00:13:34,182 --> 00:13:36,781 and then you can't, assist. 375 00:13:36,966 --> 00:13:40,711 Well again, you may not know that one 376 00:13:40,711 --> 00:13:43,341 of your clients, is a competitor 377 00:13:43,341 --> 00:13:44,511 of the old client. 378 00:13:44,671 --> 00:13:46,978 you can't, be in a position of 379 00:13:47,098 --> 00:13:50,322 accidentally an agreement because 380 00:13:50,322 --> 00:13:52,092 you're not aware of who the end 381 00:13:52,092 --> 00:13:52,932 clients are. 382 00:13:53,379 --> 00:13:56,657 And again, always, always, make sure 383 00:13:56,779 --> 00:13:59,618 that any restriction does not apply to 384 00:13:59,618 --> 00:14:01,418 your preexisting relationships. 385 00:14:01,849 --> 00:14:04,658 Now, there is a provision here 386 00:14:04,658 --> 00:14:05,918 called interference. 387 00:14:05,923 --> 00:14:08,438 This is a real provision that came 388 00:14:08,443 --> 00:14:11,205 from a services agreement that. 389 00:14:11,353 --> 00:14:14,143 Absolutely blew my mind when I saw it. 390 00:14:14,356 --> 00:14:16,713 And I think, you don't need to be 391 00:14:16,713 --> 00:14:18,853 a lawyer to know why this, provision 392 00:14:18,853 --> 00:14:20,053 is so outrageous. 393 00:14:20,353 --> 00:14:22,036 during the term of this agreement, 394 00:14:22,294 --> 00:14:24,586 and for a period of one year following 395 00:14:24,586 --> 00:14:26,716 termination or expiration of 396 00:14:26,716 --> 00:14:29,006 this agreement, supplier agrees 397 00:14:29,036 --> 00:14:30,246 not to induce. 398 00:14:30,817 --> 00:14:35,170 Or attempt to induce influence or attempt 399 00:14:35,170 --> 00:14:38,447 to influence any client, supplier 400 00:14:38,657 --> 00:14:41,747 or other business relation of company 401 00:14:41,927 --> 00:14:44,583 or any affiliate of company deceased 402 00:14:44,583 --> 00:14:45,543 doing business. 403 00:14:45,543 --> 00:14:48,373 Terminate or modify any written or 404 00:14:48,373 --> 00:14:50,725 oral agreement, arrangement or 405 00:14:50,725 --> 00:14:53,175 course of dealing or to otherwise 406 00:14:53,205 --> 00:14:55,035 interfere with the business 407 00:14:55,065 --> 00:14:55,935 relationship. 408 00:14:56,449 --> 00:15:00,169 This is so broad that you literally 409 00:15:00,362 --> 00:15:02,222 couldn't, like what can you do 410 00:15:02,503 --> 00:15:05,182 that doesn't breach this provision? 411 00:15:05,452 --> 00:15:08,340 anytime you talk to another client, 412 00:15:08,340 --> 00:15:09,790 another supplier or other business 413 00:15:09,790 --> 00:15:11,899 relation, I mean all sorts of people 414 00:15:11,919 --> 00:15:13,219 we have business relationships 415 00:15:13,219 --> 00:15:14,789 with, that might. 416 00:15:14,896 --> 00:15:17,224 Caused them to work with you instead 417 00:15:17,224 --> 00:15:19,388 of with them and all those things. 418 00:15:19,388 --> 00:15:22,238 Even attempting to, not even succeeding 419 00:15:22,238 --> 00:15:24,606 to, but just having a conversation 420 00:15:24,854 --> 00:15:26,766 about possibly working together 421 00:15:27,066 --> 00:15:28,836 would breach this provision. 422 00:15:29,188 --> 00:15:32,325 This is a hundred percent unreasonable 423 00:15:32,345 --> 00:15:35,422 and, absolutely, would be something 424 00:15:35,422 --> 00:15:36,172 that could. 425 00:15:36,525 --> 00:15:39,169 Kill your business and as a general 426 00:15:39,169 --> 00:15:41,103 rule, you know, even with provisions 427 00:15:41,103 --> 00:15:43,833 that seem a little more reasonable, 428 00:15:44,061 --> 00:15:46,971 such as the very first one regarding 429 00:15:46,971 --> 00:15:49,195 the subcontractor arrangements, you 430 00:15:49,195 --> 00:15:49,935 need to think about. 431 00:15:50,499 --> 00:15:53,439 The overall effect of agreeing to 432 00:15:53,439 --> 00:15:56,296 provisions like this, any version 433 00:15:56,326 --> 00:15:58,516 of non-compete or non-solicitation. 434 00:15:58,696 --> 00:16:00,486 You if you agreed to the language 435 00:16:00,486 --> 00:16:02,346 that this particular client is asking 436 00:16:02,346 --> 00:16:04,369 you to agree to, and you did that 437 00:16:04,369 --> 00:16:07,258 with every client, be out of business? 438 00:16:07,258 --> 00:16:09,249 Like what would be left if with 439 00:16:09,249 --> 00:16:10,929 every client you said, okay, I won't 440 00:16:10,929 --> 00:16:12,459 work with any of your competitors. 441 00:16:12,858 --> 00:16:14,511 And so that eliminates 20% 442 00:16:14,511 --> 00:16:15,981 of the market and then you do it 443 00:16:15,981 --> 00:16:17,361 with another one, eliminates another 444 00:16:17,361 --> 00:16:19,748 20% and another one pretty soon you're 445 00:16:19,748 --> 00:16:20,588 out of business. 446 00:16:20,828 --> 00:16:23,088 So you really need to think about the 447 00:16:23,148 --> 00:16:25,548 overall effect of agreeing going, 448 00:16:25,608 --> 00:16:27,678 just slippery slope of non-competes, 449 00:16:27,940 --> 00:16:28,686 when you think about that. 450 00:16:29,701 --> 00:16:31,025 make sure that. 451 00:16:31,125 --> 00:16:33,765 You don't lose that when you're, 452 00:16:33,865 --> 00:16:35,305 negotiating with your clients. 453 00:16:35,755 --> 00:16:38,815 So the key takeaways here, You need to 454 00:16:38,815 --> 00:16:41,140 restrict any type of non-compete. 455 00:16:41,140 --> 00:16:42,505 You know, first try to get rid of 'em, 456 00:16:42,749 --> 00:16:44,972 but if you can't, make sure that any 457 00:16:44,972 --> 00:16:47,582 restriction is as narrow as possible 458 00:16:47,732 --> 00:16:49,952 in terms of the time that it applies, 459 00:16:50,235 --> 00:16:52,575 who it applies to and what services 460 00:16:52,605 --> 00:16:53,475 it applies to. 461 00:16:53,828 --> 00:16:55,563 Make sure that standard carve 462 00:16:55,563 --> 00:16:57,573 out is there any preexisting 463 00:16:57,573 --> 00:16:59,733 relationships must be carved out. 464 00:17:00,236 --> 00:17:01,916 most importantly, don't be afraid 465 00:17:01,916 --> 00:17:03,566 to stand up for your business. 466 00:17:03,926 --> 00:17:06,866 It is a B two B relationship. 467 00:17:07,303 --> 00:17:11,236 You are partners in making sure that 468 00:17:11,266 --> 00:17:14,174 both parties have, a happy resolution. 469 00:17:14,938 --> 00:17:16,768 Any business relationship where 470 00:17:16,768 --> 00:17:19,938 both parties don't feel like they got 471 00:17:19,998 --> 00:17:22,338 value from it is an unsuccessful one. 472 00:17:22,587 --> 00:17:24,768 And so the other party does want you 473 00:17:24,768 --> 00:17:26,328 to feel good about their relationship 474 00:17:26,328 --> 00:17:26,958 as well. 475 00:17:27,409 --> 00:17:30,818 And they are set up for you to have 476 00:17:30,818 --> 00:17:33,578 conversations about those provisions. 477 00:17:33,933 --> 00:17:36,513 What do I do if my client insists 478 00:17:36,518 --> 00:17:38,223 on including a non-compete? 479 00:17:38,744 --> 00:17:40,819 Yeah, I mean, sometimes as it 480 00:17:40,819 --> 00:17:43,279 will happen, and again, depending on 481 00:17:43,279 --> 00:17:45,829 the nature of your industry, it will 482 00:17:45,829 --> 00:17:47,839 be very important for them to know 483 00:17:47,839 --> 00:17:48,559 that you aren't. 484 00:17:48,881 --> 00:17:50,748 Working with their competitors. 485 00:17:50,958 --> 00:17:53,358 Certainly if you're doing anything that 486 00:17:53,358 --> 00:17:55,398 involves access to your client's 487 00:17:55,617 --> 00:17:58,391 trade secrets, they are going to, 488 00:17:58,491 --> 00:18:00,741 probably insist on having some version 489 00:18:00,771 --> 00:18:01,821 of a non-compete. 490 00:18:02,162 --> 00:18:04,991 And so again, you're going to have to 491 00:18:04,991 --> 00:18:07,991 just make sure that it is as narrow in 492 00:18:07,991 --> 00:18:09,881 scope as possible. 493 00:18:10,141 --> 00:18:12,944 and even specific to, maybe let's 494 00:18:12,944 --> 00:18:14,654 say it is a pharmaceutical 495 00:18:14,916 --> 00:18:17,895 company and they you to not work with any 496 00:18:17,895 --> 00:18:20,775 other pharmaceutical companies, maybe try 497 00:18:20,775 --> 00:18:23,268 to get it as narrow as We won't work 498 00:18:23,268 --> 00:18:27,138 with someone who is in the same category 499 00:18:27,228 --> 00:18:29,830 of drug, know, diabetes drugs or 500 00:18:30,080 --> 00:18:31,040 hypertension drugs. 501 00:18:31,198 --> 00:18:33,230 So as narrow as you can make it 502 00:18:33,506 --> 00:18:35,313 so that, you can still work with 503 00:18:35,313 --> 00:18:36,813 other pharmaceutical companies. 504 00:18:36,873 --> 00:18:38,573 You certainly there are a lot 505 00:18:38,573 --> 00:18:39,983 of pharmaceutical companies, although 506 00:18:39,983 --> 00:18:41,543 they may be competitors on the 507 00:18:41,543 --> 00:18:44,513 surface, they really aren't because they 508 00:18:44,513 --> 00:18:47,023 work in different areas of, therapy. 509 00:18:47,451 --> 00:18:49,104 that would be my recommendation. 510 00:18:49,164 --> 00:18:51,084 Um, again, just as narrow as possible 511 00:18:51,286 --> 00:18:52,601 and making sure that you can 512 00:18:52,721 --> 00:18:54,461 continue to work with your existing 513 00:18:54,461 --> 00:18:55,331 relationships. 514 00:18:55,697 --> 00:18:57,692 one other thing I wanna add, Is 515 00:18:57,697 --> 00:18:59,762 when they ask you to come and get 516 00:18:59,762 --> 00:19:02,469 their approval of working with 517 00:19:02,469 --> 00:19:03,219 any competitors. 518 00:19:03,219 --> 00:19:05,579 That is generally not workable. 519 00:19:05,896 --> 00:19:08,529 Your clients are not going to want you to 520 00:19:08,529 --> 00:19:11,229 talk to your other clients about who 521 00:19:11,234 --> 00:19:12,969 you're working with and they wouldn't 522 00:19:12,969 --> 00:19:13,239 want you to. 523 00:19:13,978 --> 00:19:15,508 so anything that says you need to 524 00:19:15,508 --> 00:19:17,398 come to us and get approval really 525 00:19:17,428 --> 00:19:18,328 isn't workable. 526 00:19:18,590 --> 00:19:19,948 You need to just make sure that 527 00:19:19,948 --> 00:19:21,568 there are very clear parameters that 528 00:19:21,573 --> 00:19:22,618 you can work with. 529 00:19:22,938 --> 00:19:24,558 so that you can continue to grow 530 00:19:24,558 --> 00:19:27,258 your business, create a niche 531 00:19:27,288 --> 00:19:29,118 so that you can develop, a high 532 00:19:29,118 --> 00:19:31,192 value business, where you're known 533 00:19:31,192 --> 00:19:32,782 as the authority in the business 534 00:19:33,112 --> 00:19:35,032 can command premium prices, 535 00:19:35,185 --> 00:19:38,398 can accelerate your expertise all 536 00:19:38,428 --> 00:19:40,408 the riches that come with niches. 537 00:19:40,829 --> 00:19:44,178 So, Thank you for joining me and all 538 00:19:44,178 --> 00:19:46,043 the links, will be in the show 539 00:19:46,043 --> 00:19:47,543 notes and of course if you have any 540 00:19:47,543 --> 00:19:49,596 questions, please don't hesitate 541 00:19:49,596 --> 00:19:50,736 to contact me. 542 00:19:50,736 --> 00:19:52,296 Oh, actually have contact page. 543 00:19:53,026 --> 00:19:54,676 you can find me on LinkedIn. 544 00:19:54,736 --> 00:19:57,750 I am the Erin Austin, without 545 00:19:57,755 --> 00:20:00,780 Thethe of course, and I also have 546 00:20:00,810 --> 00:20:02,280 many resources. 547 00:20:02,440 --> 00:20:04,980 On my website, think beyond@ip.com 548 00:20:05,153 --> 00:20:07,086 where you can find me as well. 549 00:20:07,206 --> 00:20:09,036 So thanks again for joining me.