Non-Solicitation Agreement Template, Free Download 2026
Non-Solicitation Agreement Template Preview
When Do You Need a Non-Solicitation Agreement?
A key employee with access to your client relationships, customer lists, and business strategies is leaving your company and you need a restrictive covenant that prevents them from soliciting your clients or recruiting your employees for a defined period after departure.
You are hiring a new salesperson, account manager, or executive and want to include a non-solicitation agreement as part of the onboarding package, supported by adequate consideration such as the job offer itself, a signing bonus, or access to confidential client information.
Your company recently lost clients to a former employee who contacted them immediately after resigning, and you need to implement non-solicitation protections for current and future employees to prevent a recurrence. A mutual NDA can provide additional confidentiality protection alongside non-solicitation terms.
You are structuring a business sale or partnership dissolution and need non-solicitation provisions that prevent the departing partner or seller from poaching the company's clients, employees, or vendors during the transition period. The sale agreement should coordinate with the Printable llc operating agreement if the business is structured as an LLC.
An employee is transitioning to a competitor and you want to offer a garden leave arrangement where the employee remains on payroll during the restriction period in exchange for strict compliance with non-solicitation obligations.
Your business operates in a state with evolving restrictions on non-compete agreements and you need a narrower non-solicitation contract form that may survive legal scrutiny even where broad non-competes are unenforceable under the FTC non-compete rule or state law. A properly scoped non-solicitation clause template provides protection without the enforceability risks of a full non-compete.
What Should a Non-Solicitation Agreement Include?
Definition of Solicitation
Define precisely what constitutes "solicitation" under the agreement. Specify whether it covers direct contact, indirect contact through intermediaries, social media outreach, and accepting business from restricted clients who initiate contact. Courts invalidate vague non-solicitation clauses, so precision in defining prohibited conduct is essential for enforceability.
Restricted Clients and Employees
Identify which clients and employees are subject to the non-solicitation restriction. Best practice is to limit the restriction to clients and employees with whom the restricted party had a material relationship during their employment rather than every client or employee of the company. Overly broad restrictions risk being voided under the blue pencil doctrine or struck down entirely by courts.
Duration and Geographic Scope
Specify the duration of the non-solicitation restriction, typically 12 to 24 months, and any geographic limitations. Non-solicitation agreements are generally more enforceable than non-compete agreements because they do not prevent the restricted party from working in their field; they only restrict targeting specific clients or employees. Courts evaluate reasonableness based on duration, scope, and the legitimate business interest being protected.
Consideration
Document the consideration provided to the restricted party in exchange for the non-solicitation obligations. For new employees, the job offer itself typically serves as consideration. For existing employees signing a new non-solicitation agreement, additional consideration such as a bonus, raise, promotion, or continued employment (in at-will states) may be required for enforceability.
Garden Leave Provision
If offering a garden leave arrangement, specify that the employee will remain on payroll at their current salary during all or part of the restriction period. Garden leave provisions significantly strengthen enforceability because courts are more willing to uphold restrictions when the restricted party continues receiving compensation. Specify that the employee must remain available for consultation during the garden leave period.
Remedies for Breach
Specify the remedies available if the agreement is breached, including injunctive relief to immediately stop the solicitation, liquidated damages representing the estimated value of lost client relationships, and recovery of attorney fees. Include a clause acknowledging that monetary damages alone are insufficient to compensate for the loss of client and employee relationships.
Legal Details: Key Clauses in a Non-Solicitation Agreement
Parties
This Non-Solicitation Agreement ("Agreement") is entered into as of the Effective Date between [Company Name], a [State] [entity type] with its principal place of business at [Address] ("Company"), and [Individual Name], an individual residing at [Address] ("Restricted Party"). This Agreement is entered into in connection with Restricted Party's [employment / engagement / business relationship] with the Company.
Restricted Party acknowledges that during the course of Restricted Party's relationship with the Company, Restricted Party will have access to and develop relationships with the Company's clients, customers, vendors, and employees, and will obtain Confidential Information regarding such relationships, the protection of which constitutes a legitimate business interest of the Company.
Consideration
In consideration of [the Company's offer of employment / continued employment / promotion / payment of $Amount / grant of equity interests / access to Confidential Information and customer relationships], which Restricted Party acknowledges constitutes adequate and sufficient consideration, Restricted Party agrees to be bound by the non-solicitation restrictions set forth herein. The Parties agree that each element of consideration is independently sufficient to support this Agreement.
Restricted Party acknowledges that access to the Company's proprietary customer and client relationship information, strategic business data, and specialized training represents substantial consideration that Restricted Party would not receive but for Restricted Party's agreement to the restrictions contained in this Agreement.
Definition of Solicitation
"Solicitation" means any direct or indirect communication, contact, approach, or outreach to any Restricted Client or Restricted Employee for the purpose of: (a) inducing or encouraging a Restricted Client to reduce, terminate, or transfer business from the Company; (b) diverting or attempting to divert business opportunities from the Company; (c) providing or offering products or services competitive with those offered by the Company; or (d) inducing or encouraging a Restricted Employee to leave the Company's employ or engagement. Solicitation includes in-person contact, telephone calls, emails, text messages, social media communications, indirect communications through third parties, and any other form of outreach or inducement.
Solicitation does not include: (a) general advertising or job postings not specifically targeted at the Company's clients or employees; (b) responding to unsolicited inquiries from Restricted Clients or Restricted Employees who independently initiate contact with Restricted Party without any direct or indirect encouragement from Restricted Party; or (c) social media connections that are limited to passive acceptance of connection requests and do not involve substantive business-related communications.
Restricted Clients
During the Restricted Period, Restricted Party shall not solicit, contact, or provide services to any "Restricted Client," defined as any individual or entity that: (a) was a client, customer, or account of the Company at any time during the last [twelve (12) / twenty-four (24)] months of Restricted Party's employment or engagement; (b) was actively being pursued as a prospective client or customer by the Company during the last [twelve (12)] months of Restricted Party's employment; or (c) any individual or entity about whom Restricted Party received or had access to Confidential Information during Restricted Party's employment with the Company.
The Restricted Client restriction applies only to clients and customers with whom Restricted Party personally had material contact, provided services, managed the relationship, or about whom Restricted Party obtained material Confidential Information during Restricted Party's employment. "Material contact" means direct interaction, involvement in account management, participation in presentations or proposals, or substantive business communications. The restriction does not extend to clients with whom Restricted Party had no personal involvement or knowledge.
Restricted Party shall not circumvent this restriction by directing, encouraging, or assisting any third party, including a new employer, business partner, or agent, to solicit or contact Restricted Clients on Restricted Party's behalf or for Restricted Party's direct or indirect benefit.
Restricted Employees
During the Restricted Period, Restricted Party shall not, directly or indirectly, recruit, solicit, hire, engage, or attempt to recruit, solicit, hire, or engage any individual who is, or was within the preceding six (6) months, an employee, officer, independent contractor, or consultant of the Company ("Restricted Employee"). Restricted Party shall not encourage, induce, or assist any Restricted Employee in terminating or reducing their employment or engagement with the Company.
This restriction does not prohibit Restricted Party from: (a) serving as a reference for a Restricted Employee who is independently seeking new employment; (b) hiring a Restricted Employee who responds to a general job posting or advertisement not specifically targeted at Company personnel, provided Restricted Party did not directly or indirectly encourage such response; or (c) hiring a Restricted Employee whose employment with the Company was terminated by the Company without the involvement or influence of Restricted Party.
Duration
The restrictions set forth in this Agreement shall remain in effect during Restricted Party's employment or engagement with the Company and for a period of [twelve (12) / eighteen (18) / twenty-four (24)] months following the termination of such employment or engagement for any reason, whether voluntary or involuntary, with or without cause (the "Restricted Period"). The Restricted Period shall be tolled during any period of Restricted Party's violation of the restrictions, extending the Restricted Period by the duration of such violation.
If a court of competent jurisdiction determines that the Restricted Period is unreasonable, the Parties authorize and request the court to reform the duration to the maximum period that the court deems enforceable under applicable law. The Parties agree that the specified duration is reasonable given the nature of the Company's client relationships, the length of sales and service cycles in the Company's industry, and the scope of Confidential Information to which Restricted Party has had access.
Remedies
Restricted Party acknowledges that a breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be insufficient. The Company shall be entitled to seek injunctive and other equitable relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, in addition to all other remedies available at law or in equity. The Company shall not be required to prove actual damages or post a bond as a condition of obtaining injunctive relief, to the extent permitted by applicable law.
In addition to injunctive relief, the Company shall be entitled to recover compensatory damages, consequential damages, lost profits, and disgorgement of any profits or fees earned by Restricted Party as a result of the breach. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees, costs, and expenses from the non-prevailing party.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law provisions. Any action or proceeding arising from this Agreement shall be brought exclusively in the state or federal courts located in [County], [State], and the Parties consent to the personal jurisdiction and venue of such courts.
The Parties acknowledge that certain jurisdictions impose specific requirements on non-solicitation covenants, including limitations on duration, scope, and consideration. This Agreement shall be interpreted and enforced to the maximum extent permitted by the law of the governing jurisdiction. To the extent any provision violates mandatory provisions of applicable law, such provision shall be reformed to the minimum extent necessary to achieve enforceability.
General Provisions
This Agreement constitutes the entire agreement between the Parties regarding non-solicitation obligations and supersedes all prior agreements, negotiations, and understandings relating to the subject matter hereof. This Agreement does not supersede or replace any separately executed non-compete, confidentiality, or intellectual property assignment agreement, each of which shall remain in full force and effect according to its own terms.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, and personal representatives. The Company may assign this Agreement without Restricted Party's consent. No modification or waiver of any provision shall be effective unless in writing and signed by both Parties. The invalidity of any provision shall not affect the validity of the remaining provisions.
Restricted Party acknowledges having read this Agreement, having had the opportunity to consult with legal counsel, and voluntarily entering into this Agreement with full understanding of its terms. Nothing in this Agreement shall restrict Restricted Party's right to report suspected violations of law to governmental agencies or to make disclosures protected by whistleblower statutes.
Signature Requirements
Electronic Signature
This non-solicitation agreement is fully enforceable with electronic signatures under the ESIGN Act and UETA. Both the company and employee must sign, and the employee must receive adequate consideration for the restrictions to be legally binding.
Related Employment Templates
A non-solicitation agreement is often used alongside other employment documents. Depending on your situation, you may also need:
How to Fill Out a Non-Solicitation Agreement
Enter Party Information
Fill in the company's legal name and the employee's or contractor's name. Include the employee's title, department, and start date to establish the context of their access to client relationships.
Define the Restricted Conduct
Specify exactly what the restricted party cannot do, including directly contacting clients, indirectly soliciting through third parties, and recruiting employees. Be precise about whether accepting inbound business from restricted clients is prohibited.
Identify Restricted Relationships
List the categories of clients and employees subject to the restriction. The most enforceable approach limits restrictions to those with whom the restricted party had direct contact or a material business relationship during the final 12 to 24 months of employment.
Set Duration and Scope
Enter the restriction period (typically 12 to 24 months) and any geographic limitations. Shorter durations and narrower scopes improve enforceability. Check your state's specific requirements because some states impose maximum durations.
Document Consideration
Identify the consideration being provided, whether it is the initial job offer, a signing bonus, access to confidential information, or a garden leave arrangement. Without adequate consideration, the agreement may be unenforceable in many states.
Sign and Retain
Both parties sign and date the agreement. Provide the employee with a signed copy and retain the original in the personnel file. Many states require a notice period before non-solicitation agreements take effect for new hires.
Free Template vs Custom Non-Solicitation Agreement
| Feature | Free Template | Custom (AI or Attorney) |
|---|---|---|
| Basic <strong>non-solicitation</strong> agreement structure | ||
| Client and employee restriction clauses | ||
| Garden leave and <strong>consideration</strong> provisions | - | |
| State-specific enforceability analysisCA, CO, IL, MN, and others | - | |
| Attorney review and customization | - | |
| Digital download (PDF/Word)<strong>Non-solicitation</strong> agreement sample included |
Key Facts About Non-Solicitation Agreement Documents
Non-solicitation restricts contacting clients while non-compete restricts working for competitors.
California Business and Professions Code 16600 voids most non-solicitation clauses.
Courts apply blue pencil doctrine to modify overly broad non-solicitation terms.
Garden leave provisions pay employees during non-solicitation restriction period.
FTC non-compete rule may impact enforceability of related restrictive covenants.
Key Legal Terms in a Non-Solicitation Agreement
When a Free Template Is Not Enough
Free templates cover standard situations, but a professionally drafted non-solicitation agreement accounts for state-specific requirements, unusual circumstances, and enforceability considerations that generic forms miss. If your situation involves significant assets, complex terms, or potential disputes, request an attorney-drafted non-solicitation agreement with a custom quote based on your situation.
Non-Solicitation Agreement Template FAQ
What is a non-solicitation agreement?
What is the difference between <strong>non-solicitation</strong> and <strong>non-compete</strong>?
Are <strong>non-solicitation</strong> agreements enforceable?
How long can a <strong>non-solicitation</strong> agreement last?
Can you be fired for violating a <strong>non-solicitation</strong> agreement?
What states ban <strong>non-solicitation</strong> agreements?
What is the difference between <strong>non-solicitation</strong> and non-recruitment?
Do <strong>non-solicitation</strong> agreements survive termination?
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