Can an exclusive agreement be valid in a contractor relationship using an independant contractor?
Full Question:
Answer:
A court will generally enforce a non-compete agreement if it is reasonable in terms of the restrictions on the employee. It should be limited in time and distance that it covers, so that the employee isn't prevented from earning a living. The agreement may contain terms that
prohibit the disclosure of confidential information and solicitation of other employees. The employment of the individual is considered adequate consideration to make the contract enforceable. If another employer is aware of the non-compete agreement and intentionally seeks to interfere with its terms, it may be possible that that employer is liable for
damages for intentional interference with a contract.
A non-compete agreement may contain terms for dealing exclusively with one entity, and don’t necessarily only apply to working for competitors after employment is terminated. It may sometimes be referred to as an exlusive dealing agreement, but that term usually applies to distributors and suppliers. It will be a matter of subjective determination for the court to decide whether the agreement’s restrictions are reasonable in scope. I suggest you contact a local attorney who can review all the facts and documents involved.
The following is a FL statute:
542.33 Contracts in restraint of trade valid.--
(1) Notwithstanding other provisions of this chapter to the contrary, each contract by which any person is restrained from exercising a lawful profession, trade, or business of any kind, as provided by subsections (2) and (3) hereof, is to that extent valid, and all other contracts in restraint of trade are void.
(2)
(a) One who sells the goodwill of a business, or any shareholder of a corporation selling or otherwise disposing of all of her or his shares in said corporation, may agree with the buyer, and one who is employed as an agent, independent contractor, or employee may agree with her or his employer, to refrain from carrying on or engaging in a similar business and from soliciting old customers of such employer within a reasonably limited time and area, so long as the buyer or any person deriving title to the goodwill from her or him, and so long as such employer, continues to carry on a like business therein. Said agreements may, in the discretion of a court of competent jurisdiction, be enforced by injunction. However, the court shall not enter an injunction contrary to the public health, safety, or welfare or in any case where the injunction enforces an unreasonable covenant not to compete or where there is no showing of irreparable injury. However, use of specific trade secrets, customer lists, or direct solicitation of existing customers shall be presumed to be an irreparable injury and may be specifically enjoined. In the event the seller of the goodwill of a business, or a shareholder selling or otherwise disposing of all her or his shares in a corporation breaches an agreement to refrain from carrying on or engaging in a similar business, irreparable injury shall be presumed.
(b) The licensee, or any person deriving title from the licensee, of the use of a trademark or service mark, and the business format or system identified by that trademark or service mark, may agree with the licensor to refrain from carrying on or engaging in a similar business and from soliciting old customers of such licensor within a reasonably limited time and area, so long as the licensor, or any person deriving title from the licensor, continues to carry on a like business therein. Said agreements may, in the discretion of a court of competent jurisdiction, be enforced by injunction.
(3) Partners may, upon or in anticipation of a dissolution of the partnership, agree that all or some of them will not carry on a similar business within a reasonably limited time and area.
(4) This section does not apply to any litigation which may be pending, or to any cause of action which may have accrued, prior to May 27, 1953.
