>Does anyone have any thougths or boilerplate for sub-contractor contracts where one of the intents of the contract is to prevent a sub-contractor from directly 'propositioning' a client for a given period of time. I'm looking for a sample clause as well as objective 'good faith' criteria for specifying the length of such a period (3, 6, or 9 months, or 1 or 2 years).
>

The following is not to be construed as legal advice, simply one developer giving an opinion that was solicted for....

The usual verbage references things like not soliciting or accepting work from the client for a period of time. Normally, if the parties wanted to get together, you would let them, provided you were paid a fee. The idea of course is that you want your clients to stay your clients, and not have them poached away. At the same time, the other party may be able to provide services that you cannot provide. The key is reasonableness.


>I'm also interested in hearing your opinions on how strong these type of agreements are, in other words, are today's 'right-to-work' laws so strong that any agreements attempting to prevent commerce between two parties are thrown out by the courts?
>

These agreements are enforceable. You are right to the extent that if two parties want to conduct commerce, they must be free to do so. Keep in mind, there is a K between you and your subcontractor. If one of the terms is that he will not accept work from one of your client's for a specific period of time - and that term is not deemed to be unconcionable and is reasonable, courts will enforce that term. The issue then turns to damages. How self-executing is the K?

For example, lets say you have a term that says your subcontractor is to pay you 25% of whatever he makes from the client should he accept work within the next 2 years. Even if he accepts work and does not pay you, there is not much you can do to stop him. It is up to you to enforce your rights, to go to court and get a judgment. Once you get a judgment, you will need to get the judgment enforced. At this point, you may be wondering whether it is worth it. For example, if all you are entitled to is $2,500 and it costs your $2,000 to fight the claim, you may be wondering if it is worth the aggravation. Most likely, it is worth having language in a K that will allow you to go to court. If anything else, it may discourage people from poaching your clients...

>
My goal is to come up with a simple, plain English type of agreement designed to protect my clients from being exploited by any sub-contractors I may employ. I'm not looking for the 'perfect' contract - just some general advice.
>

Actually, these types of clauses are for your protection, not your client's protection. If your client's don't want to be pestered, they can simply tell the offending party to buzz off!

Ultimately, you should seek the advice of a lawyer. This is NOT the place to seek legal advice. Only a lawyer, admitted to the bar in your jurisdiction can give you competent advice on matters such as these.

Good luck..