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Non-Solicitation Agreement Template – Free Download 2026

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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.

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 agreement that may survive legal scrutiny even where broad non-competes are unenforceable under the FTC non-compete rule or state law.

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.

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.

How to Fill Out a Non-Solicitation Agreement

1

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.

2

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.

3

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.

4

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.

5

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.

6

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.

Non-Solicitation Agreement Requirements by State

Non-Solicitation Agreement laws and requirements differ across states. Key variations include specific language requirements, notarization mandates, witness requirements, filing deadlines, and enforceability standards. Our templates incorporate state-specific provisions when you select your jurisdiction.

For the most comprehensive state-specific version, use our AI generator which automatically applies your state's legal requirements.

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Free Template vs Custom Non-Solicitation Agreement

FeatureFree TemplateCustom (AI or Attorney)
Basic non-solicitation agreement structure
Client and employee restriction clauses
Garden leave and consideration provisions-
State-specific enforceability analysisCA, CO, IL, MN, and others-
Attorney review and customization-
Digital download (PDF/Word)

Non-Solicitation Agreement Template FAQ

What is a non-solicitation agreement?
A non-solicitation agreement is a restrictive covenant that prohibits an employee, contractor, or business partner from soliciting the company's clients, customers, or employees for a specified period after the relationship ends. Unlike a non-compete agreement, which restricts where a person can work, a non-solicitation agreement only restricts who they can contact. This narrower scope makes non-solicitation agreements generally more enforceable because they allow the restricted party to continue working in their field while protecting the company's established relationships.
What is the difference between non-solicitation and non-compete?
A non-solicitation agreement restricts the former employee from contacting specific clients or recruiting specific employees but does not prevent them from working for a competitor or starting a competing business. A non-compete agreement broadly prohibits the person from working in a competing business within a defined geographic area and time period. Non-solicitation agreements are significantly more enforceable because they impose a narrower restriction that courts consider more reasonable. With the FTC non-compete rule and state bans making non-competes increasingly unenforceable, non-solicitation agreements have become the preferred tool for protecting business relationships.
Are non-solicitation agreements enforceable?
Non-solicitation agreements are enforceable in most states when they are reasonable in scope, duration, and geographic reach, supported by adequate consideration, and designed to protect a legitimate business interest such as client relationships or trade secrets. Courts apply a reasonableness test and may modify overly broad terms under the blue pencil doctrine rather than invalidating the entire agreement. However, California Business and Professions Code 16600 generally voids non-solicitation clauses, and other states have varying restrictions. Enforceability depends heavily on state law and the specific facts of each case.
How long can a non-solicitation agreement last?
Most enforceable non-solicitation agreements last between 12 and 24 months. Courts generally consider one year to be presumptively reasonable and are increasingly skeptical of restrictions lasting beyond two years. The appropriate duration depends on the industry, the employee's level of access to client relationships, and the time it takes for client relationships to "cool off" after the employee departs. Some states impose specific maximum durations by statute. A garden leave provision that pays the employee during the restriction period can support a longer enforceable duration because the employee is being compensated for the restriction.
Can you be fired for violating a non-solicitation agreement?
If a current employee violates a non-solicitation agreement during their employment, the employer can terminate them for cause, which may also affect their eligibility for severance, unemployment benefits, and unvested equity. If a former employee violates the agreement, the company cannot fire them (because the employment has already ended) but can pursue legal remedies including injunctive relief to stop the solicitation, liquidated damages, actual damages for lost clients, and attorney fees. Courts can issue temporary restraining orders on an expedited basis to prevent ongoing solicitation while the case is litigated.
What states ban non-solicitation agreements?
California Business and Professions Code 16600 broadly prohibits restrictive covenants including most non-solicitation agreements, though narrow trade secret protections may still be enforceable. Colorado, Minnesota, and Oklahoma have enacted restrictions on non-compete agreements that may also affect non-solicitation clauses depending on how they are structured. The FTC non-compete rule targets non-compete clauses specifically but has created uncertainty about related restrictive covenants. The legal landscape is evolving rapidly, and businesses should monitor state-specific developments because enforceability varies significantly by jurisdiction.
What is the difference between non-solicitation and non-recruitment?
A non-solicitation agreement typically covers two categories: client non-solicitation (prohibiting the restricted party from soliciting the company's clients) and employee non-solicitation (prohibiting them from recruiting the company's employees). A non-recruitment clause specifically addresses only the employee-facing restriction, prohibiting the departing person from recruiting, hiring, or encouraging the company's employees to leave. Some companies use separate clauses for each restriction because the enforceability analysis may differ. Under NLRA Section 7, employee non-solicitation clauses must be carefully drafted to avoid infringing on employees' protected rights to engage in concerted activity.
Do non-solicitation agreements survive termination?
Yes, non-solicitation agreements are specifically designed to survive the termination of the employment or business relationship. The entire purpose of the agreement is to restrict conduct after the relationship ends. The survival period is the restriction period specified in the agreement, typically 12 to 24 months after termination. The agreement should explicitly state that the non-solicitation obligations survive termination regardless of whether the termination was voluntary, involuntary, with cause, or without cause. Some agreements include carve-outs for involuntary termination without cause, which can affect enforceability depending on the jurisdiction.

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Reviewed by licensed attorneys · Editorial policy · Last updated March 2026

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