Hi
I joined this company in 2012 Jan, it is a US based company in tamilnadu, during the joining formalities i remember signing an NDA but was not aware of the content until lately i discovered what it is. In 2014 APR i resigned and have the releving letters in place though i was paid my salary but no compensations. This company i worked for is a monopoly and no competitors round the globe.
Luckily after resigning i came in contact with 2 Americans through an old friend of mine who were ready to support me in doing this monopoly business with the U.S contacts. I had be working hard on the development on this project for almost past 6 month and now it is materialized to go live with production. We also decided to form the board of directors and go ahead with the procedure for entity registration here in India that is 2 Americans who were financially supporting me on this project and 2 Indian directors out of which i am one of them. Luckily the day before registration i managed to get the copy of the NDA that i signed with my previous employer in 2012 on a 20 rs stamp paper and a clause that left me confused on the doc is
Non- competition
Employee agrees that after a period of 24 months following the termination of the agreement, he or she will not call upon, cause to be called upon solicit or assist in the solicitation of any person or firm introduce of any person or firm introduced to employee, or a client or account of the (ABC) company for the purpose of supplying or selling any product or service competetive with the products or services of the company. Violation of this provision by employee will entitle the (ABC) company to a an accounting repayment of all profits, compensation, royalties commission or benefits which employee directly or in directly shall have realized or have crossed others to realize such remedy shall be in addition to and not in limitation of injunctive releif or other rights or remedies to which the company is or may be entitled at law or in equality.
Now that i am about to start doing the same business as my previous employer from whom i have learnt the skills but in no way i am using anything related to them, like software's, clients, database or anything. As per the above clause that i have signed i have just completed 1 year out of the company and still have 1 more year as per the NDA to have the same type of business on my own. At this point
1. How do i proceed with the entity registration as we require 2 directors for a pvt ltd company and for now we have only one person without such problem.
2. I will have the u.s directors come to India in about 6 months time from now, but we cant hold back till then without registering the entity.
3. If i do not have shares on my name but still be a director ( as good as an employee ) will the NDA still effect my business or me?
4. Next option could be if i bring in my mother as a director and share holder will that be even more safe so that i can take it over after 1 year which will complete 24 months as per the NDA
Please advise !!
