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Situation

I was offered a "small work opportunity" to provide consulting for a company operated by someone I met locally.

They told me to sign some agreements, which I did.

The problem is that the agreements seem to be very restrictive.

The #1 problem I have is that I am extremely innovative and create a lot of companies, I don't want the contracts to possibly allow the theft of my intellectual property or put me at any risk for being sued.

A few key notes regarding the situation

  • I have not done any work for the company or invoiced them.
  • The contract is invalid, for example in the contract you will see "domain name auctioning business" this is nothing like the work they have requested me to do.
  • They have not disclosed any "trade secrets" or "proprietary" information to me as they said they would in the contract.

Would this automatically void the contract?

My Goal

Essentially I want to be 100% sure that if I create a Facebook for example or some other great invention that these contracts won't be able to screw me over in some way or somehow take some credit for my inventions in any way.

I don't mind continuing business with this person (if it is possible) although I need to approach the resolution of these contracts as soon as possible.

How can I cancel these agreements as soon as possible (and if possible start to do business with this company under new or no terms)?

It reads in there that I can voluntarily cancel the agreements, will this forever remove all terms in the agreement? Essentially I just to be absolutely sure that this company can not claim any part of my inventions.

Would they even be able to claim any of my inventions that I make even while I am on the contract (since they have nothing to do with their company and I haven't even done any work for them).

I have attached the contracts for you to review if you would like to see the exact citations.

I have already contacted a lawyer and paid all the money I had and they didn't help me resolve anything, the guy just talked to me for a little bit. He essentially just took my $600 and no action was made. He said the best thing to do would be to wait it out because the contracts were never fulfilled by them and they can't claim my inventions etc if I am an independent contractor. To me it just sounded like a bunch of BS and not a real solution to this.

I don't want to have any uncertainty regarding these documents.

Here is my thoughts

Hello Company,

There has been a breach of contract on your end in regards to your obligations and description of the work which voids this contract. I voluntarily terminate these agreements as of today's date. As the agreements have been breached and do are too restrictive and affect the quality of my life.

I don't mind starting business with you, but the current contracts must be voided and new terms must be set before this happens.

Thank you,
Me

I realize I was foolish to sign some agreements without seeking legal review, and I will definitely never make the same mistake again.

  • 1
    Your question is essentially about whether the contract and agreement is enforceable/voidable, right? – jimsug Oct 31 '15 at 12:05
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I have already contacted a lawyer and paid all the money I had and they didn't help me resolve anything, the guy just talked to me for a little bit. He essentially just took my $600 and no action was made. He said the best thing to do would be to wait it out because the contracts were never fulfilled by them and they can't claim my inventions etc if I am an independent contractor. To me it just sounded like a bunch of BS and not a real solution to this.

You paid $600 for expert advice which told you to do nothing. You think the advice is bullshit and intend to go full steam ahead against the advice given. I'd say it is very likely that the lawyer is a better expert than you, so you should follow his advice. You are in a hole, you were told to stop digging, and you intend to continue digging. Don't. There are times where doing nothing is the best advice.

In this case, you intend to accuse someone of breach of contract. That has a good chance of landing you in court. A company cannot afford to ignore such a statement. You claim the contract is void and you want to cancel it - but you can't cancel a void contract. It's void.

Listen to your lawyer.

  • 1
    Then how would it ever be possible to ever do business with this person again? – Novaly Nov 1 '15 at 12:44
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    1. Why would you ever want to do business again with them? 2. I haven't seen your contract. Your lawyer has. Your lawyer told you not to contact them. – gnasher729 Nov 1 '15 at 12:51
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    Got it, seems like this guy was trying to screw me. Yeah I never did any work for them to begin with anyway. – Novaly Nov 1 '15 at 13:29
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I hope I am understanding this right.

Generally I think it depends on the agreement that was signed.

Most of the time, companies make you sign an agreement where you agree to sign over all inventions to them. This usually involves any invention that was created using company resources or on company time. If that is what the agreement states, then you can do other works outside of your job and still have proper claim to them, as long as no one can prove that you did it on company time or with company resources.

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