I just got an offer with a Canadian company and have questions regarding my offer letetr. At will

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Customer: Hi, I just got an offer with a Canadian company and have questions regarding my offer letetr
JA: Have you discussed this with a manager or HR? Or with a lawyer?
Customer: no
JA: Are you an "at will" employee? Do you belong to a union?
Customer: at will
JA: Anything else you want the Lawyer to know before I connect you?
Customer: no
Answered by Debra in 6 mins 2 years ago
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Debra
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Debra, Expert

Hello! My name is Debra (formerly known as Legal Ease). Thank you for your question. I'm reviewing it now, and will post back again shortly.

Customer
Thanks, Debra!
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Debra, Expert

I am sorry to hear that you seem to have some concerns.

Please let me know the basic facts and then your specific legal question.

Customer
I got an offer for an operations manager role at Canadian startup. This offer letter has non-compete and non-solicitation clauses that are very restrictive and vague in definition. I wanted to get help on negotiating these out of the contract since the company is early stage and I am taking a huge paycut to join them. I'm affiliated with a business in the same industry that would penalize my involvement of consulting and overall, this letter with overly limit my ability to earn income through other sources within this industry
Customer
Can you please help me over text?
Customer
Hi! Are you there?
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Debra, Expert

I am sorry. The site was not stable and I could not access this post for some time and then you had opted me out.

How long is the non-competition agreement for and what text is concerning you?

Customer
Thanks for getting back to me, Debra!
Here is what I got in contract: 10. Non-Solicitation
During the term of your employment with the Company and for a period of 12
months following the termination of your employment for whatever reason,
whether with or without cause or by resignation, you shall not, either directly or
indirectly:
. (a) offer to hire, hire or recruit (or attempt to do any of the foregoing) any
of the employees or consultants of the Company or any of its subsidiaries
or encourage any of them to terminate their relationship with the Company
or any of its subsidiaries, as the case may be;
. (b) solicit, approach, contact, call upon or canvass (or attempt to do any
of the foregoing), in connection with any undertaking that is in whole or in
part competitive with the business of the Company or its subsidiaries (a “
Competitive Business ”), any customer of the Company or any of its
subsidiaries to whom, at any time within the 12 month period prior to the
termination of your employment with the Company, you, in the course of
performing your employment duties (i) had direct and personal contact, or
(ii) supervised an employee who had direct and personal contact; or
. (c) solicit, approach, contact, call upon or canvass (or attempt to do any of
the foregoing) any Prospective Customer in connection with a Competitive
Business. For the purposes of this employment agreement, “ Prospective
Customer ” means any person or entity that is not a customer of the
Company or any of its subsidiaries but for whom (i) there was an active
proposal outstanding by the Company or any of its subsidiaries or on the
Company’s or any of its subsidiaries’ behalf within the 12 month period
prior to your termination of employment; and (ii) you were personally
involved in the preparation or presentation of such proposal.
11. Non-Competition
During the term of your employment with the Company and for a period of 12
months following the date of termination of your employment for whatever
reason, whether with or without cause or by resignation, you shall not within
Canada or the United States carry on or be engaged in or be concerned with or
interested in, either directly or indirectly, any Competitive Business, provided that
you shall be entitled, for investment purposes, to purchase and/or trade shares of
a Competitive Business that is listed and posted for trading on a recognized
stock exchange, provided that you shall not directly or indirectly, own more than
5% of the issued share capital of any such company or participate in its
management or operations or in any advisory capacity.
Customer
I'm concerned by 10b, c and 11 in particular cause it severely restricts my ability to work with anyone in the industry while being employed and post employment. Since I'm taking a huge paycut to join this team, I wanted the ability to consult on side to supplement that income
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Debra, Expert

The twelve month period may not be considered to be over restrictive by a court but restricting you throughout all of Canada and the US is highly restrictive to the point that this is unreasonable.

They definitely do not want you to be able to consult on the side at all.

This contract is very one-sided and you'll be trapped if you sign it as it is but perhaps you can try and negotiate something fairer.

Otherwise with this huge cut in pay it may just not be worth it.

Does that make sense?

Please feel free to post back with any follow-up questions you may have. If you don't have any then I hope I have earned a 5 star rating but if you don't feel that I have please don't hesitate to reply back and let me know what more I can do to assist you. Finally, please know that even after you rate me I will be here for you and you can ask follow-up questions if you think of them later on at no further charge of course.

Customer
Thank you so much, Debra. Yeah I feel it is very one sided. I will be talking about them regarding this. Also, in this clause: If, during and in the course of employment or engagement with the Company, the
Worker develops any Proprietary Property that is protected by copyright, the
Worker hereby waives unconditionally any “moral rights” the Worker may have in
such Proprietary Property.
Does it state that anything that I create even if it is not related to the company will be considered their property?
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Debra, Expert

That's a problem too. During the course of our employment makes sense. But what does engagement with me? It's not clear and I think that is deliberate and they want it to extend for the full time you are working for them. I just don't like the sound of that.

Customer
I'm going to talk to the CEO tomorrow. Will you be able to help me revise this offer letter to something that is more fair?
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Debra, Expert

I cannot do that. We can only provide legal information.

Doing documentation is practicing law and we cannot do this over the site or online. You would need to retain your own lawyer and that may be a good idea in this case.

Customer
Ok thank you for helping out
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Debra, Expert

You are very welcome.

Please be sure to rate me before you leave the site so that I can receive credit for my work.

Thanks and take good care.

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