Navigating Restrictive Covenants: Can I Switch Jobs After My Overseas IT Assignment?

Hello Friends, I joined my current IT company overseas 1.5 years ago on an Indian offer. I believe my situation is a bit complicated, so I will describe it below.

Restrictive Covenant Conditions

As usual, the offer letter contains the following conditions under the clause "Restrictive Covenant":
1) For a period of two years after employment, you will not directly or indirectly solicit or take up employment with any person or company.
2) You shall not take up employment, directly or indirectly, with such customers on behalf of yourself or any other firm or company.

Deputation Letter Conditions

In addition, they issued a deputation letter suggesting "Your deputation for the execution of Order received from Customer A." There is one more condition under the clause "Miscellaneous" in the deputation letter:
While working on the assignment and for a period of two years after the completion of the assignment, you shall not engage in any business with customers without written permission from the company.

Considering a New Contract Opportunity

There is a Customer B who gave a project to Customer A. Customer A then outsourced some parts of their work to my company. This is subcontracting work, so even though my client, as mentioned in the deputation letter, is Customer A, I am actually working on the project given by Customer B.

Recently, I received a contract offer from Company C for the work related to Customer B. Can I accept this contracting offer? As of now, there hasn't been any other documentation signed apart from the offer letter and the deputation letter.

I would appreciate your suggestions on what steps should be taken in this situation.

Thanks in advance.

Your case is a little confusing. After reading it over and over, I have made a flowchart. Please check the attached file and confirm whether I have understood you correctly.

For other things, please check my comments in italics:

Since you are not taking direct or indirect employment, you are not violating this clause.

Who are "they"? Is this your current company or your past company?

If your current company has a project for Customer A, then theoretically speaking, there is no violation as such. This is because you worked for Customer A and not for Customer B in your past employment.

Nevertheless, you may seek permission from your past employer. As you have completed 1.5 years since you have left them, 75% of the time period is over, leaving only 25%.

But before approaching your past company on your own, I recommend you approach your HR or other authorities concerned with the company. Keep them in the loop of information about these clauses of the employment of the past company. Let them decide whether it is appropriate to keep your past company informed of the type of work you will handle for Customer B. Rather than you approaching your past company, it is always better if your current company approaches your past company.

Final Comments

You need to develop your written communication skills. Communication is not just body language or eye contact but also the "ability to convey complex information." Better start building this competency now itself, lest it could be too late once you acquire a higher designation.

Thanks,

Dinesh V Divekar

Thank you for your valuable response, Dinesh. Your reply has provided me with much-needed relief. I apologize for the improper use of wording and communication skills. I am currently still employed at my current company. I have submitted my resignation, and the last working date has been finalized. I have been with my current company for the past 1.5 years. I believe the "they" mentioned in the deputation letter refers to my current company. If you don't mind, may I call you to discuss this further? I am willing to share my contract and deputation letter for reference.

Regards,
Indian11

Further to what Dinesh mentioned, Points 1 & 2 you mentioned do not make logical or objective sense. Your Points (1) & (2) give the impression that you should not work at all for 2 years after leaving this company—at least, that's the interpretation that comes out. Please correct/elaborate.

I think Dinesh has the flow chart right—please confirm regarding this aspect, as the suggestions that members would give depend on their understanding of your situation. From what I gather/understand, you don't need to worry at all.

Your company got the order from Company A—making Company A your present company's client. However, you got the offer from Company C. Essentially, this seems to mean that you got the offer from your present company's competitor [your present company's & Company C's client being the same—Company C]—is that correct?

I suggest you go through your offer/appointment letters from your present company for any mention relating to these aspects: Is there any reference to project/order-based or competitor-based job moves—or only client/company-based references?

If there's any reference to project/order-based or competitor-based moves, then you will be on a sticky wicket. However, as you mentioned, if it's just limited to client/company-based references, then you don't need to worry at all.

I suggest having a relook at the clauses & the fine print—usually, such clauses are competitor-based, meaning that the employee should not join any competitor company. Rarely is it related to client-based wording. Prima facie, this surely looks to be a very poorly worded agreement/offer.

All the best.

Regards,
TS

Dear Sateesh, you and I both have given long replies. However, none of it reflected what we truly felt. Yesterday, the poster of this post spoke with me. He is still working in the company. After speaking with him, I realized the real situation.

For the Poster of the Post

Nothing is complex in your case. The complexity arises from your poor drafting skills. Ideally, you should have drafted the post like this:

Dear friends, I work in company X. My company has deputed me to work in company Y. Despite this deputation, I remain on the payroll of company X, and the terms of my employment are governed by this company. The clauses regarding my employment even after quitting my current job are as follows:

- a) ______
- b) ______

During my deputation to company Y, this company received a project from company Z, which led to my work for company Z.

After 1.5 years of employment with company X, I am seeking better job opportunities. In my job search, I received an offer from a recruitment company. They will keep me on their payrolls and assign project work for company Z.

My question is, if I accept this job, will I violate the post-employment conditions of my current company as stated above? It's important to note that while working on the project at company Z, I currently do "P" type of work. If I take up new employment, it will involve "Q" type of work. Therefore, even though the company for which I will do the project is the same, there is a dissimilarity in the type of work.

Please advise.

Additional Comments for the Poster

I have already highlighted the need for you to enhance your drafting skills. Do not solely focus on technical expertise. There was a previous discussion on the "Use and Throw" of senior employees. Refer to my reply in the following link to understand why this happens:

https://www.citehr.com/456368-use-th...anagement.html (scroll down to read all the replies)

Thanks,

Dinesh V Divekar

Thank you, Dinesh, for taking the time to discuss with me, for your guidance, and for describing my problem in an easy-to-understand way. If I join a recruitment consultancy offer and work on the project from Company Z, will I be violating any of the clauses? My deputation letter, which I have signed, clearly states that my client is Company Y. There is no mention of Customer Z.

Thanks & Regards,
Indian11