Non-Solicitation Agreement
Non-Solicitation Agreement Generator
AI-powered · Attorney review option · All 50 states
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.
Sample Non-Solicitation Agreement Generated by Legal Tank
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.
+ 1 more subsections in generated document
View all 9 sections
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.
+ 1 more subsections in generated document
What Is a Non-Solicitation Agreement?
A non-solicitation agreement is a restrictive covenant that prohibits an individual, typically a departing employee or contractor, from soliciting the company's clients, customers, or employees for a specified period after the end of the employment or business relationship. Unlike a non-compete agreement, which broadly restricts where someone can work, a non-solicitation agreement is narrowly focused on preventing the individual from using relationships and knowledge gained during their tenure to divert business or talent away from the former employer. This narrower scope generally makes non-solicitation agreements more likely to be enforced by courts compared to broader non-compete restrictions.
The enforceability of non-solicitation agreements varies significantly by state. California Business and Professions Code Section 16600 broadly prohibits agreements that restrain anyone from engaging in a lawful profession or business, and California courts have generally held that non-solicitation agreements restricting the solicitation of customers are void under this statute, though non-solicitation of employees may receive different treatment. At the federal level, the FTC non-compete rule issued in 2024 has created uncertainty about the future of restrictive covenants more broadly, though its applicability to non-solicitation agreements remains contested. Other states apply a reasonableness test, examining whether the restriction is necessary to protect legitimate business interests such as trade secrets, customer relationships, or goodwill.
Courts that enforce non-solicitation agreements require that they be reasonable in scope, duration, and geographic reach (if applicable). Most enforceable agreements cover a period of 12 to 24 months, though the appropriate duration depends on the nature of the business and the employee's role. The blue pencil doctrine, applied in many states, allows courts to modify overly broad restrictions rather than invalidating the entire agreement. Some jurisdictions require that the restriction be supported by independent consideration beyond at-will employment, meaning the employee must receive something of value (such as a signing bonus, promotion, or access to confidential information) in exchange for agreeing to the restriction. Garden leave provisions, which pay the employee their salary during the restriction period, significantly increase enforceability.
A well-drafted non-solicitation agreement should clearly define what constitutes "solicitation" and identify the specific categories of individuals or entities that cannot be solicited. Passive acceptance of business from former clients who initiate contact on their own is generally not considered solicitation, but the line between passive acceptance and active solicitation can be blurry. The agreement should also address whether it covers indirect solicitation through third parties, social media contact, and participation in general marketing activities that might reach restricted individuals. When combined with a non-compete agreement and confidentiality agreement, a non-solicitation agreement forms part of a complete protection strategy for the employer's business interests.
| Restriction Type | What It Restricts | Enforceability |
|---|---|---|
| Non-Solicitation (Clients) | Pursuing former employer's customers | Moderate, narrower scope helps |
| Non-Solicitation (Employees) | Recruiting former employer's staff | Generally more enforceable |
| Non-Compete | Working for a competitor at all | Most restrictive, widely banned |
| Non-Disclosure (NDA) | Sharing confidential information | Most enforceable |
Why You Need a Non-Solicitation Agreement
A senior salesperson or account manager with deep client relationships is leaving your company, and you need to prevent them from taking your clients to a competitor during the transition period. A create your cease and desist letter can enforce compliance if you discover post-departure violations.
You are hiring a new employee who will have access to your client list, pricing strategies, and account details, and you want to protect these business relationships with a contractual restriction signed at the time of hire. Get a quote for your non-solicitation agreement for state-compliant restrictions tailored to the employee's role.
A key employee is departing and you are negotiating a severance agreement that includes non-solicitation provisions as a condition of receiving enhanced severance benefits.
Your company is in a service industry where personal relationships between employees and clients are the primary driver of business retention, and you need to protect against client attrition when employees leave.
You want a more targeted alternative to a non-compete agreement that protects your client relationships without broadly restricting where the departing employee can work.
Related Employment Documents
Non-Solicitation Agreement is often used alongside other employment documents. Depending on your situation, you may also need:
Key Sections in a Non-Solicitation Agreement
Definition of Solicitation
Precisely defines what conduct constitutes "solicitation," including direct outreach, indirect contact through third parties, and the use of social media or marketing channels. A clear definition prevents disputes about whether the restricted party's actions violated the agreement.
Restricted Individuals and Entities
Identifies the specific categories of clients, customers, prospects, and employees that the restricted party may not solicit. Many agreements limit the restriction to clients with whom the employee had direct contact or about whom they gained confidential knowledge during a specified lookback period.
Restriction Period
Specifies the duration of the non-solicitation restriction, which typically ranges from 12 to 24 months following the end of the employment or business relationship. Shorter periods are more likely to be enforced, and the duration should be proportional to the employee's role and access to sensitive information.
Consideration
Documents the value provided to the restricted party in exchange for agreeing to the restriction, such as initial employment, continued employment, a signing bonus, stock options, severance payments, or access to confidential information. Adequate consideration is essential for enforceability in many states.
Exceptions and Carve-Outs
Defines any exceptions to the solicitation restriction, such as passive acceptance of unsolicited inbound contact, responses to general advertising, or solicitation of individuals with whom the restricted party had a pre-existing relationship before joining the company.
Remedies for Breach
Specifies the consequences of violating the agreement, typically including injunctive relief, actual damages, liquidated damages, and recovery of attorneys' fees. Many agreements include an extension provision that adds any period of violation to the restriction duration.
Non-Solicitation Agreement Legal Requirements
California Business and Professions Code Section 16600 broadly voids agreements that restrain anyone from engaging in a lawful business, and California courts have generally treated employee non-solicitation of customers as unenforceable under this statute.
Many states require that non-solicitation agreements be supported by independent consideration beyond continued at-will employment, such as a signing bonus, promotion, or access to confidential information.
Courts apply a reasonableness test examining the restriction's duration, scope, and whether it is necessary to protect a legitimate business interest such as trade secrets, customer relationships, or goodwill.
The blue pencil doctrine, applied in many states, allows courts to modify unreasonable non-solicitation restrictions rather than voiding the entire agreement, but some states follow an "all or nothing" approach.
NLRA Section 7 protects employees' rights to engage in concerted activity, and non-solicitation agreements that could be interpreted as restricting employee organizing or union activity may violate federal labor law. The FTC non-compete rule may also affect the enforceability of broadly drafted non-solicitation provisions.
Common Non-Solicitation Agreement Mistakes to Avoid
Drafting the agreement with overly broad restrictions that cover all company clients rather than limiting the restriction to clients with whom the employee had a direct relationship, which increases the risk of unenforceability.
Failing to provide independent consideration beyond at-will employment in states that require it, rendering the agreement unenforceable from inception.
Attempting to enforce non-solicitation agreements in California or other states that broadly prohibit restrictive covenants without understanding the applicable state law limitations.
Not distinguishing between solicitation of clients and solicitation of employees, which are often subject to different legal standards and may require separate provisions.
Using identical non-solicitation terms for all employees regardless of their role and access to confidential information, which undermines the argument that the restriction is reasonably necessary to protect legitimate business interests.
Frequently Asked Questions About Non-Solicitation Agreements
What is a non-solicitation agreement?
What is the difference between non-solicitation and non-compete?
Are non-solicitation agreements enforceable?
How long can a non-solicitation agreement last?
Can you be fired for violating a non-solicitation agreement?
What states ban non-solicitation agreements?
What is the difference between non-solicitation and non-recruitment?
Do non-solicitation agreements survive termination?
More Legal Document Generators
Get a Professionally Drafted Non-Solicitation Agreement
On a budget? Download the free template or use the AI generator above for a quick, affordable option.
Want a professionally drafted document instead?