I exited a business around four months ago due to partner problems and would like to now start my own operation in a similar field. We just finalized a buyout agreement and signed papers releasing me as a Director from the corp. The previous company was in a field that involved a software database be created to analyze corporate billing for their telecom accounts – both wire line and mobile (can’t be too specific).
The corp I’m looking to start would offer a similar service, however would be different in a variety of ways and would also be built without directly copying anything that I have intellectually from my previous role. The new corp would have some similarities as far as the solution, however would be built from the ground up.
We have a unanimous shareholder agreement in place for the corp I had been previously part of (I was an equal shareholder – all minority shares @ 25%). My concern is that the USA has a clause in relation to confidentiality and states that no officer shall divulge any information regarding the business, or its finances, affairs, dealing and any trade secrets of the company including trade secrets, designs, methods, etc. I had them remove the non compete clause, as it would ban me from the industry for 10 years. The only non compete currently in place is in regards to going after existing clients of the corporation for a period of 3 years, which I wouldn’t do.
If I start his new corp, what is the likely hood I’ll be sued once they find out? If I were to be sued, they would obviously sue for damages, but would it be an amount that could potentially shut be down? If I want to be sneaky, could I find a partner and register everything in their name and act as employee for the time being?
Seeing as several big corps sue each other all of the time over IP, patents, etc I don’t see this being any different. I would however go in to the new corp without the intention of directly copying their solution. They also don’t have any patents or really proprietary technology, as several other companies offer a similar product/service and ours was created based on a couple of them in market ironically enough, so I don’t see them being able to prove that their solution was that unique and not based off others in market.
Advice from savvy biz professionals, or lawyers would be ideal. I want some advice before investing personal capital. I will likely sit down with a lawyer here, but want to know whether or not this is a waste of my time. I was bullied out of the other co and know that’s its a profitable market that I want to be a part of, just without idiots.