My LLC is under a non-compete with a former client in one state that basically says not to provide any IT consulting or hosting that may be considered competition to what they do (lets call them "Acme Corp"). So if a potential client in that same state approaches me and I refer them in writing to my former client, Acme Corp, with whom my LLC has the non-compete, and my potential client responds in writing they dont want service from Acme Corp. Is it still competing at that point if I then take them on as a client?
During the term of this Agreement and for a period expiring two (2) years after the termination of this Agreement for any reason, Contractor covenants and agrees that Contractor will not: a. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of [Acme Corp] or any of its affiliates to alter or discontinue a relationship with [Acme Corp] or to do any act that is inconsistent with the interests of [Acme Corp] or its affiliates; b. Directly or indirectly solicit, have contact for purposes of selling any products and/or services to (except on behalf of [Acme Corp]), divert, or take away any customers of [Acme Corp] or any of its affiliates; or c. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of [Acme Corp] or any of its affiliates to alter or discontinue its relationship with [Acme Corp] or any of its affiliates. d. For the purposes of this Section 4, businesses that are deemed to compete with [Acme Corp] include, without limitation, businesses engaged in IT system sales, integration, consulting, application development, maintenance and hosting. Competition also includes any additional goods or services that [Acme Corp] provides its customer(s), including goods and services that [Acme Corp] offers or prepares to offer in the future while Contractor is employed with [Acme Corp]. Notwithstanding Contractor's obligations under this Section 7, Contractor will be entitled to own, as a passive investor, up to five percent (5%) of any publicly traded company without violating this provision. e. [Acme Corp] and Contractor agree that: this provision does not impose an undue hardship on Contractor and is not injurious to the public; that this provision is necessary to protect the business of [Acme Corp] and its affiliates, including their trade secrets; the nature of Contractor's responsibilities with [Acme Corp] under this Agreement require Contractor to have access to and develop confidential information which is valuable and confidential to all of the Business; the scope of this Section 7 is reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 7, including consideration herein.
[Acme Corp] is a fictional entity
UPDATE: Based on interaction with Ross Ridge below, let me clarify:
1) my new client never intended to use Acme corp in the first place
2) therefore Acme Corp did not lose out on the possibility of servicing this client because this client wants nothing to do with Acme corp in the first place
3) I have obtained all this info in my agreement with the new client