Review.

1. Clause 5.3 I believe the clause is unfair to limit you not to sell the invention for a
period of 2 years especially when they have failed to roll out. I believe the rationale is
that just in case they want to rectify and continue the project. However, 1 year is
reasonable or otherwise you shouldn’t agree to it.
- The alternative 1 year is viable under the circumstances.
2. Clause 10.4 In case of breach or disagreements, the forum is arbitration before you go
to court. However, the clause says you are not barred from seeking a temporary
remedy such as an injunction, before court or any other forum as you wait for the
arbitration to commence.
3. Clause 11.1 simply states that it shall not be deemed as a breach of contract if the
breach is as a result of an act of God or an act beyond the control of either party. It
could be failure to finish the product due to a fire or war.
- Under your obligations, there is a clause with relation to sickness, inquire if it is
not in conflict with this provision.
4. Clause 12.5 is blatantly unfair in that you are not an employee but an independent
contractor. This clause can easily be covered under non-disclosure and the non-
compete clause. It shouldn’t be in the agreement to begin with.
- I highly recommend that this clause ought to be removed as it outright barres
you from making any money with anything remotely related to their project.
5. Clauses 17.
a. If you are to become a competitor, you will need to get a written consent from
them. But this an unfair business practice which they cannot claim monopoly
over, it is caught under the provision of the Fair and Competition Act (under
s. 32 (1)). This ought to be removed owing to the fact that you are an
independent contractor and not employee or director of the company.
- Bring the section to their attention and remove the clause from the agreement
or otherwise find another way that benefits both parties amicably, they cannot
trap you from making a living or being tied down with them forever.
b. The second half barres you from poaching their business either through their
customers or employing their former employees.
- This clause is alright unless otherwise. Because it doesn’t stop their clientele
from approaching you. On the employee’s aspect, that is something they can
take up on their own (a personal problem as it were).