Client Meeting Notes
Re Alex Bradley with Stephen Acker and Ben Hall

Alex Bradley, – engineer – now VP software research and customized business apps at Tech World. Alex to leave TW asap to start educational software co in Toronto. Cutting edge program ready for marketing soon. Program developed by Alex and wife Miriam. (Set up appointment w/ IP group.)

Alex started TW 10 yrs ago. Incorporated Ontario. Very successful. Sold TW to Duttons 2 yrs ago. Duttons moved TW's main office – marketing and admin. – from TO to Vancouver. Alex leads R & D team in TO.

Alex sold to reduce work to care for Miriam – terminally ill. 2 teenage boys. Duttons were TW customers. Duttons wanted research team and expand to Ont. market. Sale price 3 million. Last installment ($500,000) due in 6 months. Duttons balking at payment. Claim Alex misrep accounts receivables. Alex furious.

A's employment K separate from the business sales K. 30-days notice to terminate. Clause 10: Restrictive covenant:

The Employee shall not, for any reason, either directly or indirectly, during the term of this agreement, or for a period of 3 years following the termination of the agreement regardless of how the termination should occur, work performing similar duties to those that he undertook while part of the Company in any city or municipality in which the Company operates or conducts business.

Restrictive covenants common in the software development industry. Not reviewed by lawyer before signing as AB thought he wld always be at TW.

Duttons and admin staff (20 people) manage day-to-day operations and sales. Alex leads R & D team for customized business software applications. Not usually involved developing other – more general – commercial apps sold by Dutton's original company. Potential customers often referred by Tech World marketing to Alex as initial contact for customers wanting customized applications – Tech World's main market before sold.

Alex does needs assessment and contract negotiation, and determines time lines. Also oversees product development, beta testing, implementation and post-implementation evaluation, although other team members meet with customers for this.

9 months after the TW sale, Miriam out of remission. M died in 6 months. Alex came to office 2-3 days wk. Senior R & D took over direct client contact while Alex gone. Alex took off 2 months after M died, spent time with boys.

TW re-organized without consulting Alex. Restructured team, reassigned A's assistant, changed the reporting structure, turned A's office into a conference room – given a windowless cubbyhole. Alex flew to Vancouver to meet with the Duttons who would not budge. Shouting match. D's say 30% overall drop in the customized product division. Less than 10% new client growth in the last ten months. Accused Alex of selling and abandoning and taking no initiative. Threatened not to pay last sales instalment.

Alex still goes to TW office. 3 key researchers would follow to work for new Co. Duttons shldn't care if Alex goes into the educational market. But they will 'cause "greedy". Alex has no interest in TW's customers.

Follow-up appointment next week.