Beyond-the-Contract Obligations

Whether you are an independent consultant or working for a consulting firm, sooner or later you'll find yourself on a subcontract to a client through another consulting firm.  This is a relatively common occurrence in IT consulting and not unheard of in any field.

The subcontractor agreement, whether you signed it or your employer did, includes a non-compete clause that says (in legalese) that you won't try to cut out the middleman and go to work directly for the client.  This is one clause that matters, and it is important that you respect the intent of the agreement, as well as the actual words in the contract.

Every client wants to save money and every consultant wants to make more.  But the guys in the middle of the transaction play a role and most of the time, they earn their cut.  If your client suggest otherwise, you have to politely disagree.

One exception we hear proposed a lot is when the engagement has gone on for months, the middleman-firm did nothing but forward an email and process some paperwork, and there is very little chance of their ever finding out that their consultant is now working for their client directly.  This is not an exception. 

This is an opportunity to contact the middleman consulting firm and negotiate your release.  Once the firm has recouped their costs for finding you and shown a nice profit on the engagement, there is a very good chance they would prefer to have a happy client and happy former-contractor than to insist on their (legitimate) rights.  But it's not an exception without that agreement and a formal Release Letter.

If you think you know of a situation where it is okay to violate the non-compete, we would like to hear about it.  In fact, if someone actually comes up with one, we'll invent a prize of some sort.