>>A bigger question might be, if you're adding value for your client, why are you worried?

>Hi Al,
>
>I am not worried about adding value for my clients. But I think it's prudent to proactively discuss and document my concerns with any sub-contractors I may hire. As my business grows, I anticipate working with sub-contractors on a more frequent basis, and this will mean that I may be working with people who I don't have any personal history with. In order to avoid any misunderstandings, I want to proactively document my expectations for issues like directly competing for business with clients that I've worked hard to develop. In addition to documenting my expectations, I'm hoping to get some feedback regarding what others think fair expectations may be, i.e. a limited (X month) non-compete agreement, non-disclosure of company technology, protection for my firm's framework source code, etc.
>
>Judging by the tone of your response I assume that you think my concerns are unnecesary and/or unwarranted? Is your perspective that of a primary contractor, sub-contractor, or client?

There was little information in your first post about *why* you want such protection, that's why I asked the question. My perspective is that of a prime (typically sole) contractor.

Periodically I get cold calls from agencies and "contractors" wanting work done. In many cases literally all these outfits do is take invoices submitted to them, mark them up x% and pass them up the line. They do not add any ongoing value and should rightly be scared of losing business to subcontractors. IMO a fairer model for their business would be to charge referral/finder's fees on a one-time basis, and get out of the way.

A certain percentage of talent (often the best) will refuse to be bound by such an agreement, either from general principles or from a perceived slight to their ethics. Those who do agree will in the general case expect some consideration for doing so; which in the general case will raise your costs.

In today's fluid market, you may be sub-contracting tomorrow for someone who is subcontracting for you today. So, the golden rule applies. Presumably, if one of your clients has major new work, there is nothing preventing them from putting it out to tender; in which case people who may otherwise have been subcontracting to you are now your co-workers - or boss.

None of this gives any answer to your original question(s). A few general ideas:

- consult a lawyer in your jurisdiction regarding enforceability of non-competition agreements. You may find it varies widely from industry to industry.

- protection of your intellectual property will likely be separate from a subcontracting/non-competition agreement. Again, a task for lawyers.

- you might avoid some of these problems by hiring employees rather than subcontractors.

Just out of interest, what exactly are your "expectations"?