Virginia
I work as an independent contractor for a service-based business, which I'll call ABC. It provides services to a limited area due to the nature of the business, which requires in-person work at the customer's home. The service area is listed by zip codes.
The agreement I signed states that I may not provide services for or have a business relationship with any ABC customers for a period of 2 years after terminating my relationship with ABC. It also says I may not have such relationships with customers that ABC "had" within 2 years of such termination, which means, ex-customers of the business. Not sure why ABC would care about that. I still provide services for ABC.
An ABC customer I contract out to do services for has just moved out of ABC's service area, to a nearby zip code. The customer asked ABC if they provided service to this new zip code. ABC then contacted me, before responding to this customer, and asked if I'd be interested in traveling the extra distance to the customer's new location--outside of ABC's official service area--before ABC referred the customer to another service provider in theh customer's new location.
I responded that I might be able to provide services to the customer independently. I assumed ABC would be out of the picture due to its not servicing this zip code. I thanked ABC for contacting me before referring the customer to another service, because I thought this was a courtesy email asking me if I'd like to continue with this customer on my own.
ABC replied that the service would be set up through ABC at their designated pay rate, and to let me know if I was interested. ABC wants to continue to control the my relationship with this (former) customer even though ABC doesn't even service the zip code the customer moved to.
As an independent contractor who DOES provide service in this zip code, I feel I have a right to deal with this customer directly and independently, because it's outside of ABC's service area. I would not do the work through ABC because the pay is not enough for the extra distance involved.
ABC's independent contractor agreement specifies no geographic location restriction, which I think makes it subject to interpretation. To give an exaggerated example of why I think this is unreasonable, say that I and a customer both move 1,000 miles away to the same area; this agreement would prevent me from providing services for them, even though it has no impact on ABC because ABC doesn't operate there anyway. It's the same thing here, only the new location is much closer to ABC's official service area.
ABC has already said that if I say no, they will refer this customer to another company that services their new zip code. So ABC is poised to lose this customer due to their service area restrictions. If I would like to continue to work with this customer, I think I shouldn't be forced into doing it through ABC. This feels to me like a greedy grab for control at my expense, and jeopardizing my ability to work as an independent professional in an area where I normally provide services.
The intent of these restrictive clauses is to prevent someone from stealing customers. But when the geographic limitations of the business mean that this would not be a customer anyway, then it seems unfair to enforce a limit on that customer's relationship with me. They have worked with me for over 2 years, and know and trust me. Interestingly, the agreement says nothing about customer relationships while I still have a relationship with ABC.
I have a screen print of ABC's client login portal, showing the list of zip codes serviced.
If I work directly and independently with this customer, am I violating this agreement, or is it too vague and broadly defined to hold up under scrutiny?
Thanks for any advice.
I work as an independent contractor for a service-based business, which I'll call ABC. It provides services to a limited area due to the nature of the business, which requires in-person work at the customer's home. The service area is listed by zip codes.
The agreement I signed states that I may not provide services for or have a business relationship with any ABC customers for a period of 2 years after terminating my relationship with ABC. It also says I may not have such relationships with customers that ABC "had" within 2 years of such termination, which means, ex-customers of the business. Not sure why ABC would care about that. I still provide services for ABC.
An ABC customer I contract out to do services for has just moved out of ABC's service area, to a nearby zip code. The customer asked ABC if they provided service to this new zip code. ABC then contacted me, before responding to this customer, and asked if I'd be interested in traveling the extra distance to the customer's new location--outside of ABC's official service area--before ABC referred the customer to another service provider in theh customer's new location.
I responded that I might be able to provide services to the customer independently. I assumed ABC would be out of the picture due to its not servicing this zip code. I thanked ABC for contacting me before referring the customer to another service, because I thought this was a courtesy email asking me if I'd like to continue with this customer on my own.
ABC replied that the service would be set up through ABC at their designated pay rate, and to let me know if I was interested. ABC wants to continue to control the my relationship with this (former) customer even though ABC doesn't even service the zip code the customer moved to.
As an independent contractor who DOES provide service in this zip code, I feel I have a right to deal with this customer directly and independently, because it's outside of ABC's service area. I would not do the work through ABC because the pay is not enough for the extra distance involved.
ABC's independent contractor agreement specifies no geographic location restriction, which I think makes it subject to interpretation. To give an exaggerated example of why I think this is unreasonable, say that I and a customer both move 1,000 miles away to the same area; this agreement would prevent me from providing services for them, even though it has no impact on ABC because ABC doesn't operate there anyway. It's the same thing here, only the new location is much closer to ABC's official service area.
ABC has already said that if I say no, they will refer this customer to another company that services their new zip code. So ABC is poised to lose this customer due to their service area restrictions. If I would like to continue to work with this customer, I think I shouldn't be forced into doing it through ABC. This feels to me like a greedy grab for control at my expense, and jeopardizing my ability to work as an independent professional in an area where I normally provide services.
The intent of these restrictive clauses is to prevent someone from stealing customers. But when the geographic limitations of the business mean that this would not be a customer anyway, then it seems unfair to enforce a limit on that customer's relationship with me. They have worked with me for over 2 years, and know and trust me. Interestingly, the agreement says nothing about customer relationships while I still have a relationship with ABC.
I have a screen print of ABC's client login portal, showing the list of zip codes serviced.
If I work directly and independently with this customer, am I violating this agreement, or is it too vague and broadly defined to hold up under scrutiny?
Thanks for any advice.