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Question re non compete agreement
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Ken,
It is my understanding that a non-compete agreement must be a separate contract. I recently sold accounts to another company, and they included a paragraph that I agree not to compete for a period of five years. I did not sell my company, but merely accounts. This is all I have been doing for forty years, and I cannot sit idle.
Furthermore, the sales/purchase was not signed in front of a notary, yet they had a Notary sign it as though it was. Isn't there some recourse here?
Thank you,
anon
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Answer
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Yes there is some recourse. Stand in front of a sheet rock wall and bang your head until you put a hole in the wall or a hole in your head. I won't ask why you haven't confronted YOUR attorney who REPRESENTED you in this transaction - why? Because I am guessing you didn't have one !! Should have called me - before you agreed to sell.
If you only sold accounts and not your company then obviously you didn't intend to go out of the alarm business. What you should have agreed to, in fact did agree to whether it was in the contract or not, because it's implied, is that you won't compete with your buyer with the accounts you sold, but that's it.
Restrictive covenants do not have to be in separate agreements; they are customarily included in agreements dealing with sale of businesses or employment. State laws vary, some being more constrained in enforcement than others, but all states require that the restriction be fair and necessary to protect the interests of the buyer [or employer]. It's not likely that you can be kept out of the alarm business just because you sold your accounts. I'd have to have a lot more information [and alot more money for a retainer]. BTY, the notary isn't necessary.
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question re assistance with contracts
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Ken
We are a small, woman-owned, low voltage custom electronics installation company that has been in business over 40 years. I have been receiving your newsletters for quite some time, and enjoy and benefit from them.
It seems that most of the information addressed is (necessarily) centered around security systems and monitoring. My company is in an area dominated by military installations and many DOD commercial businesses, where we provide much more than just security alarms and monitoring for residential and commercial customers. We are also often subcontracted to provide intrusion detection, CCTV, fire and mass notification, access control and data and communications cabling, often with no monitoring contracts (especially for the military clients, who do their own monitoring).
My question is:
Do you offer support / assistance regarding the subcontracts that are issued in these circumstances and in these areas? For example, do you charge a fee per page to review a subcontract to see if it is written correctly and in such a way to offer the most protection in the event of a claim, etc? These contracts could be between a GC and us or a sub-sub contract between an EC and us.
anon
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Answer
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The short answer is yes, I am available to assist with contract negotiations and drafting. The fee isn't per page, it's based on time spent. Answers to questions on this forum are gratis [and arguably worth what you're paying for them] but private issues are chargable to the client. Typically I ask that you book in half hour intervals and I have our Contract Administrator Eileen Wagda [ext 312] set up the consultation time.
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comment on take over of non compliant system
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Ken
Regarding the takeover of a non-compliant fire system in the Bronx, my advice is to explain that the smoke detectors are illegal and therefore can’t be monitored. I would not take the job as it is now configured. Have the sub file for a proper fire alarm system or make the smokes local only. Certainly not monitor as a fire alarm. Perfect example of how we as an industry will grab any system for a few bucks a month even though they are deficient and subs won’t maintain the system properly.
I know of some firms that will monitor the smokes as a panic or ambush alarm. Not my advice.
You may not get this monitoring account, but the sub will remember your professionalism.
They may even call you when the sub is forced to install a real fire alarm (When an Inspector visits after a dirty smoke goes off).
Mitch Cohen
Bric Security
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