Dear Danielle:

I have a new client who wants me to sign a non-compete agreement. Do you know where I can find one that will work? –SC

HALT!!! Sweetie, don’t do another thing until you read this post!

You NEVER, ever want to sign a non-compete agreement. You are a business owner and you are in business to work with more than one client. Signing a non-compete agreement, especially those poorly written generic ones that far too many people buy at their local office supply store (or worse, the freebies found on the Internet), could effectively and potentially put you out of business.

You ALWAYS want to consult with an attorney in legal matters like this, and never sign any agreement of this nature before you do (which, personally, I recommend you never do; it has no place between two independent business operators), and especially in cases where you don’t realize the legal ramifications and rights you may be signing away.

Now, your client may be talking about some kind of confidentiality/non-disclosure agreement (just using the wrong terminology), something to protect his or her proprietary business information and intellectual property that you may have access and become privy to while working together. That, of course, is perfectly reasonable. In fact, you may have your own proprietary information and trade secrets you want to protect and want to have clients sign your NDA as well.

However, it is not your role to provide legal documents of that nature to clients on their behalf. That is something every business owner must do themselves, consulting with their own attorneys. When they want to protect something in their business, they provide the documents to you. And vice versa.

In the case of subcontracting for colleagues, there are reasonable expectations that you are expected not to market to nor steal their clients. But there is specific language for that that an attorney can and should look over or provide so that you aren’t signing some kind of blanket non-compete that asks you not to do business in certain areas or do the work you do for a certain period of time. That’s what you do not want to be signing away or agreeing to as, again, you are a business.

This is an area of business law you need to bone up on if you are going to be a smart, responsible, knowledgeable business owner. And it’s an example of an area you may often need to educate clients in as well (when they ask you to do things that just aren’t your responsibility to do).

Hope that helps!