My company recently spawned off from a parent company, and we're drafting a
non-compete agreement and looking for some insight as to wording.  We found
a couple generic agreements, and they used such remarkably vague terms as
"... the Employee shall not own, manage, operate, consult to or be employed
in a business substantially similar to the present or future business of the
Company ..."

I don't have a particular problem with signing an appropriate non-compete,
and my employer wants to ensure the agreement is suitable for all concerned,
which is very nice, so there is some flexability.

The company develops a web-based communications management tool that is
licensed and hosted ASP-style (Application Service Provider, not Active
Server Pages ;).  As well as doing all development, we do all the sales and
support services.  My concern is that any web app could be construed as a
web-based communications management tool, especially anything that's not a
basic web site (an email newsletter with web-based authoring, for example),
so the definition of "competition" needs a fairly high degree of precision.

I'm sure there are people out there who've fought this battle before, and I
was wondering if any of you had some insight, or even some sample language.

thanks,
barneyb

---
Barney Boisvert, Senior Development Engineer
AudienceCentral
[EMAIL PROTECTED]
voice : 360.756.8080 x12
fax   : 360.647.5351

www.audiencecentral.com

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