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Withholding payment until “Do-Not-Compete” is signed
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Hmmm…
They are selling this product? Is this client a production company?
If not…is the non-compete simply to ensure you don’t take info you learned during the production of said product and release a competing product?
…what exactly does the non-compete say?
TimK,
Director, Consultant
Kolb Productions,CPO, Digieffects
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I think I’m thinking along similar lines to Tim. I’m wondering, if we/they/you have the technical terms right, and we’re really talking about a non-compete versus a non-disclosure agreement (NDA). You don’t say what the “product” is, so let me suggest a fake example of a real-estate get-rich-quick kind of video. You should have little problem signing an NDA which only promises you don’t give away the magician’s trick, so to speak, that is, that you wouldn’t tell anybody what the “secret method” is, becuase that’s what the infomercial is selling: sign up for the course, get the special kit, blah blah blah.
You as a video editor are not in the real estate investment business, so the NDA could be a non-issue. If it is a non-compete, again, what is the agreement’s definition? Does it mean, in my example, you agree not to make get-rich quick promos for anybody else in the county for 2 years? Or that you yourself won’t dabble in that biz, knowing the “secrets”? The contract may not be as limiting as you fear, if that’s the case.
The musician Thomas Dolby was in legal wrangles with the famed noise-reduction inventor Ray Dolby over the name usage. The musician joked about the final agreement: “He promises not to make pop music records, I promise not to sell noise-reduction technology”.
If it’s that kind of non-compete, it’s a non-issue, sign it and cash the check immediately. Then find other clients. If they are actually telling you you need their permission to cut anything for anyone, well, you lost that client right there. You look like you have a strong case for small claims, just know that while I think it’s worth it, it doesn’t resolve as fast as Judge Judy and that process can take a long time and use up hours you’d rather spend working and making money. So do try all the diplomatic channels first, including going over that guy’s head to some other boss. If you go ahead and sue, add in your court costs as well, for the extra trouble they put you through.
Finally, as a freelancer, never hand over the final anything until all the money is in your hand. That is usually your only leverage.
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Tim,
Yes, the client is a production company. The Non-Compete is pretty vague, it states that I cannot take their employees away from them (not a problem). It also states that I cannot create any competing product (again, not planning on it). The non-compete also states that I cannot work with any client/production company/individual/or the like, that creates a product that “company X” considers competition. It’s very vague as to what the “competition” is. Also there is a clause that states any ideas I come up with, or product that I design immediately becomes the property of the company. So it’s a non-compete as well as a “work-for-hire” agreement. Meaning that any and all project files and raw graphics I use, immediately become property of the company.I really do not plan on competing with them, or selling the product that I shoot. I just have a hard time signing something like this. Seems like it takes the “free” outta “freelance”.
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The thing is, this little “surprise” they sprang on you, shows their true colors. Sooner or later we all have to deal with people who have a position of power in a deal, and will abuse that position for their own ends.
Personally, I wouldn’t sign a Do Not Compete, it gives away moch of your power as a creative.PS. This isn’t related to your last topic is it??? It would explain alot, if it was.
moody glasgow
editing.compositing.design -
[Bryce Leverich] ” It’s very vague as to what the “competition” is. Also there is a clause that states any ideas I come up with, or product that I design immediately becomes the property of the company. So it’s a non-compete as well as a “work-for-hire” agreement. Meaning that any and all project files and raw graphics I use, immediately become property of the company.
I really do not plan on competing with them, or selling the product that I shoot. I just have a hard time signing something like this. Seems like it takes the “free” outta “freelance”.”
Sad to see that, Bryce. Something must be really messed up if they feel like they need to put that in writing, where people in a better working relationship would just leave those things as assumed or not an issue in the first place. This reads like the moves of people that have been burned or expect to be burned, likely because people that burn others expect the same treatment.
Not a lawyer, but if you are telling us the whole story and the wording is right, I can’t imagine a sane judge that would do anything with that agreement but wipe his nose with it. If you come up with a quirky piece of tradecraft like a stylish kind of alpha wipe, that’s not really new, and creative ideas like that are generally not patentable, or how would Hollywood ever function?
Agree to sign the funny paper if they pay in full at signing, then do what you were going to do anyway, which I’m sure would be only the honorable thing. Then they would have to sue if they thought you broke the deal later. For them to come after you on that flimsy basis is going to cost them a lot of money to prove. If they are this tight over six grand, I’m guessing a lawsuit they can’t possibly win is just a bluff on their part. So call and raise. This whole thing may just be a grinder’s smoke and mirrors trick to avoid paying for as long as possible. I’m being pretty bold with YOUR money, but I say play them back and Color-Up.
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[Bryce Leverich] “es, the client is a production company. The Non-Compete is pretty vague…It’s very vague as to what the “competition” is. Also there is a clause that states any ideas I come up with, or product that I design immediately becomes the property of the company.”
Yeah…sounds like time for some legal action, but of course, the client will certainly pull away after that.
TimK,
Director, Consultant
Kolb Productions,CPO, Digieffects
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Sign the paper.
Get your money.
Have an attorney send them a letter stating that you signed under duress and hereby declare the contract null and void.
Your relationship with them is over. They are going to take your signiture and tell you to take a hike. After all, what kind of working relationship will you have with them in the future?
Trade a check for the document.
Go on with your life and do what’s best for you.
Steve Wargo
Tempe, Arizona
It’s a dry heat!Sony HDCAM F-900 & HDW-2000/1 deck
5 Final Cut (not quite PRO) systems
Sony HVR-M25 HDV deck
2-Sony EX-1 HD . -
I don’t think the relationship with the client is over. This could simply be a misunderstanding where they pass along something that their legal department or attorney told them they should give to all contractors.
It may still be a case where once you educate them to the differences between a non-compete and a non-disclosure agreement – or otherwise negotiate the agreement so that doesn’t apply to your regular line of work, you could come to a sane agreement. Of course your approach needs to be calm and “helpful” rather than defensive.
If they don’t work with you to come to something that makes sense, then there is a serious problem. They simply don’t have a right to keep you from pursuing your chosen career.
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