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I need some clarification on this Attention and Effort clause in a non-compete document presented to me (as part of an employment offer).

ATTENTION AND EFFORT. During employment, Employee will devote Employee’s entire productive time, ability, attention, and effort to furthering the Company’s best interests and will not (without the Company’s prior written consent) carry on any separate professional or other gainful employment, including self-employment and contract work.

There are a few things that are unclear to me because of the ambiguity of the words used (I am not a lawyer). And I have search around the interwebs but have not had much luck so it would be amazing if someone could help clarify:

  1. What is "entire productive time" defined as? It cannot possibly refer to the entirety of the time I have in the day (while I am awake), can it?
  2. It is unclear to me whether the part on carrying on any separate gainful employment or contract work is a separate covenant or only applies to my "productive time" working for the company? Basically I am asking if this is saying that I cannot earn money outside of work PERIOD on my own time (not using company resources or equipment or competing with said company of-course). I'm hoping not but am unsure.

Any clarification on #1 or #2 would be greatly appreciated.

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    You might want to ask the employer to define in the contract those terms. In line with the answer by @DavidThornley, that unreasonably all-encompassing language might not be enforceable everywhere. But asking an attorney will cost you, and the advice you get might be confusing, inconclusive, and perhaps inaccurate. If the employer refuses to amend the contract to even include a definition of productive time, that is an indicator that he might lack the requisite good-faith that is presumed and expected in a contract. – Iñaki Viggers Oct 5 '18 at 21:57
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  1. "Productive time" is almost certainly the time you are being productive. You're allowed downtime, and time when you're furthering the Company's interests, but not time when you're doing something productive that's not for the Company.

  2. You don't have any productive time that isn't working for the Company, or you're in violation of your contract. Besides, the "and" means that these are two separate clauses. You are forbidden to have any professional or gainful employment outside work. This means you can't have any sort of second job without Company permission, meaning you can't earn money other than your pay from the Company.

These terms would be enforceable in some states and unenforceable in others, and I don't know what Washington law is like. You could probably get a brief consultation with an employment lawyer for cheap (in my state, I'd ask my bar association), if you want a more knowledgeable and reliable answer.

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