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Full Story I started working as indepent contractor for WeJustHiredYou INC. WeJustHiredYou provides software developers to RealClient. I have an MSA with WeJustHiredYou, but I always worked, for RealClient.

There's no Statement of Work, or any quote to RealClient in my Master Service Agreement. There's no relationship other than the payment and the MSA with WeJustHiredYou.

There's an MSA between WeJustHiredYou (provider) and RealClient B(Client) that states that RealClient will never attempt to hire neither an employee/contractor or any company that involves neither an employee or a contractor.

I've opened an LLC ImFree LLC to try to get my payment directly from RealClient without the WeJustHiredYou company taking his cut.

Is it possible? I want to waive that clause, as I was actually being hired by the RealClient and never got any kind of relationship, not even the Statement of Work from WeJustHiredYou

Clarification: there is no Statement of Work, I just have a Master Agreement that speaks about and Statement of Work that is not present at all in the contract, neither is the payment, or the term.

  • What does MSA mean? What does the Statement of Work state? Also please clarify what you mean by there being no "quote to RealClient" (2nd paragraph). A priori, it seems to me that you are precluded from doing business with RealClient, but maybe your clarifications will lead to a different rationale. – Iñaki Viggers Oct 2 '18 at 15:51
  • Master Service Agreement. I signed it expecting to receive an statement of work, the document in which I will know how much money will they pay me, which work will I be doing and what's the contract term. IMHO without this three things it's just a general contract in which they say I'm owned by them, but not doing anything at all. – tebayoso Oct 2 '18 at 16:00
  • Clarification: there is no Statement of Work, I just have a Master Agreement that speaks about and Statement of Work that is not present at all in the contract, neither is the payment, or the term. – tebayoso Oct 2 '18 at 16:22
  • From your question, RealClient has agreed with WeJustHiredYou to not try to hire you. It is not clear if that prohibits them from hiring you or just from actively recruiting you. In any case, that is RealClient's problem. The question is do you have an agreement with WJHY to never be employed by RealClient? – George White Oct 2 '18 at 17:34
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I have an Master Service Agreement without Statement of Work, is it valid?

You are not elaborating on the contents of your Master Service Agreement, nor do you explain by saying [in the comment] that "I'm owned by them". I have an Master Service Agreement without Statement of Work, is it valid?

The reason why you might be precluded from doing business with RealClient is that

There's an MSA between WeJustHiredYou (provider) and RealClient B(Client)

That MSA is enforceable regardless of whether or not there is an MSA between you and WeJustHiredYou.

Restrictions of that sort are not allowed to be permanent, though. Typically it would be deemed enforceable for one or two years upon termination from employment.

As for your MSA with WeJustHiredYou, the absence of a Statement of Work and of other specifics might render this MSA unenforceable for its ambiguity or vagueness. But, as explained above, that does not alter the possibility to enforce the other MSA.

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