[Tidybuoy]

Hi,

I have an attorney and will be getting advice but I am checking for other opinions and I know there are many experts on this board.

I am an accountant and operate my own independant bookkeeping company. One of my clients is a CPA firm and I have a client thru them.

A company that I do monthly work for, is canceling their agreement with the CPA and wants to hire my company direct. However, I have a non-compete agreement with the CPA (unfortunately, it's strict and expensive and I should have read more carefully).

I terminated my agreement with CPA due to CPA's repeated non payment for services. They owe me several thousand from 2010 and have not paid due to the customer filing BK. My debt is with CPA and the not BK customer.

I used this as my right to terminate contract. CPA is stating that they are not in violation because I did not send demand for payment - eventhough I sent several statements indicating past due.

CPA paid me in full, today, but deducted $760 because they had asked for a discount a couple of months ago. It was a verbal request and I verbally agreed because CPA had paid for Quickbooks Proadvisor Program (worth $600). However, when CPA found that I had listed my own company on Proadvisor website, he complained that he owned the license and I must onlyu list his company. I argued that I only agreed to the discount because he had purchased the program but if I could not use my own company's name, I would not agree to the discount. I never issued anything in writing or a credit memo. I want my $760

Question:
1) CPA payment does not state payment in full on check but does state this in attorney letter to me. I want to cash this check but feel that this discount issue is a legal holdup - any thoughts?

2) Non-compete calls fro me to pay CPA 30% of any gross revenue for 2 years. Rediculous but I signed the contract. My question is that the customer that wants to hire my services is setting up a new LLC company and wants me to do work for both companies - must I pay 30% for both companies?

exact wording of contract:
Non-Compete: Contractor agrees that, during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, Contractor shall not directly or indirectly compete with CPA by soliciting and/or taking any of CPA's clients. In the event Contractor breaches this provision and takes CPA's client(s) prior to the expiration of the one (1) year non-compete period which follows termination of this Agreement, Contractor shall reasonably compensate CPA by paying CPA 30% of all gross revenues Contractor receives from said client for a period of two (2) years from the date Contractor takes client from CPA. Contractor agrees not to act as an officer, director, employee, consultant, lender, or agent of any entity which is currently affiliated in any way with CPA during the term of this Agreement and extending one (1) year following the termination of this Agreement.

Any advice or comments would be greatly appreciated.