Non-solicitation agreement

Stop a departing employee from taking your customers and recruiting your staff for a set period, without the enforceability problems of a full non-compete. Fill in the period and the carve-outs and send one link.

An agreement in which an employee promises, for a set period after leaving, not to solicit the Company’s customers for a competing business and not to recruit the Company’s employees. It restricts who the employee may approach, not where they may work. Signed by the employer and the employee.

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What it covers

When to use it

What it does not do

Signing, witnesses and delivery

The agreement

Non-Solicitation Agreement

This Non-Solicitation Agreement (the "Agreement") is made effective [Effective date] between [Company legal name] (the "Company") and [Employee full legal name] (the "Employee"). The Company is engaged in the business of [Description of the Company’s business] (the "Business"). The Employee is employed by the Company as [Employee job title] and in that role will develop relationships with the Company’s customers, prospective customers and employees at the Company’s expense and using the Company’s confidential information. The Company and the Employee are each a "Party".

1. Definitions

"Restricted Period" means the period of the Employee’s employment with the Company and [Restricted period after employment ends (months)] months after the date the employment ends for any reason.

"Look-Back Period" means the [Look-back for customers and employees (months)] months immediately before the date the Employee’s employment ends.

"Customer" means any person or entity that purchased products or services from the Company during the Look-Back Period and with which the Employee had material contact, for which the Employee had responsibility, or about which the Employee obtained Confidential Information, in each case during the Look-Back Period.

"Prospective Customer" means any person or entity to which the Company made a written proposal during the Look-Back Period and with which the Employee had material contact in connection with that proposal.

"Company Employee" means any employee or individual contractor of the Company with whom the Employee worked or about whom the Employee obtained Confidential Information during the Look-Back Period, and who is employed or engaged by the Company at the time of the solicitation or was within the preceding three (3) months.

"Competing Products or Services" means products or services that compete with those the Company offered during the Look-Back Period. "Confidential Information" has the meaning given in the Employee’s confidentiality agreement with the Company or, if there is none, means the Company’s non-public business, customer and personnel information.

2. Non-Solicitation of Customers

During the Restricted Period, the Employee shall not, directly or indirectly, on the Employee’s own behalf or for any other person or entity: (a) solicit or attempt to solicit any Customer or Prospective Customer for the purpose of selling or providing Competing Products or Services; (b) induce or attempt to induce any Customer or Prospective Customer to end, reduce or not renew its business with the Company; or (c) use Confidential Information to identify, contact or assist anyone else in contacting a Customer or Prospective Customer.

Restriction on servicing customers who approach the Employee unprompted: [Also restrict servicing (not just soliciting) customers who come unprompted?]. If "Yes", the Employee also shall not, during the Restricted Period, provide Competing Products or Services to a Customer even if the Customer initiates the contact. If "No", the Employee may accept and service business from a Customer that contacts the Employee without any solicitation, direct or indirect, by the Employee.

3. Non-Solicitation of Employees

During the Restricted Period, the Employee shall not, directly or indirectly, on the Employee’s own behalf or for any other person or entity: (a) solicit, recruit or attempt to recruit any Company Employee to leave the Company or to work for anyone else; (b) hire or engage, or assist anyone else in hiring or engaging, any Company Employee; or (c) induce or attempt to induce any Company Employee to breach an agreement with the Company. This Section does not prohibit general job advertisements that are not directed at Company Employees, or providing a reference for a Company Employee on request.

4. Carve-Outs

The restrictions in Sections 2 and 3 do not apply to: (a) general advertising or marketing not targeted at Customers, Prospective Customers or Company Employees; (b) a Customer that ended its relationship with the Company before the Employee’s employment ended for reasons unrelated to the Employee; (c) activities the Company approves in writing in advance; and (d) the following, which the Parties have agreed to exclude: [Carve-outs (or "None")]. Nothing in this Agreement prevents the Employee from being employed by, or providing services to, a competitor of the Company, provided the Employee complies with Sections 2 and 3.

5. Consideration

The Employee enters into this Agreement in exchange for: [Consideration for the restriction]. Detail: [Consideration detail (or "Not applicable")]. The Employee acknowledges that this consideration is adequate, that it is in addition to anything the Employee was already entitled to, and that the Employee would not receive it without agreeing to this Agreement. If the consideration is a payment or raise, the Company shall implement it within thirty (30) days after both Parties sign.

6. Reasonableness and Protectable Interests

The Employee acknowledges that the Company’s relationships with its Customers, Prospective Customers and Company Employees are developed at substantial expense and are valuable assets of the Business; that the Employee will be introduced to those relationships as a result of employment; and that the restrictions in this Agreement are reasonable in duration and scope, are limited to relationships the Employee actually had or knew of, and are no broader than necessary to protect those assets and the Company’s Confidential Information. The Employee acknowledges having had the opportunity to consult a lawyer before signing.

7. Tolling; Modification by a Court

If the Employee breaches Section 2 or 3, the Restricted Period shall be extended by the period of the breach, to the extent the law of the governing state permits. If a court determines that any restriction in this Agreement is unenforceable as written, the Parties intend that the court modify it to the minimum extent necessary to make it enforceable and enforce it as modified, to the extent the law permits; otherwise the unenforceable restriction shall be severed and the remainder of this Agreement shall continue.

8. Remedies

The Employee agrees that a breach or threatened breach of Section 2 or 3 would cause the Company irreparable harm for which damages would be an inadequate remedy, and that the Company shall be entitled to injunctive relief without proving actual damages or posting a bond, in addition to any other remedy. The Company shall be entitled to recover its reasonable attorney fees and costs in any action in which it establishes a breach of this Agreement. The Employee shall notify any new employer in the Business of the existence of this Agreement during the Restricted Period, and the Company may do the same.

9. Protected Rights; At-Will Employment

Nothing in this Agreement prohibits the Employee from reporting possible violations of law to any government agency, from communicating with such an agency, or from exercising any right under the National Labor Relations Act or other law that cannot be waived. Nothing in this Agreement changes the at-will nature of the Employee’s employment or obligates the Company to employ the Employee for any period. The Employee’s obligations survive the end of employment for any reason.

10. Governing Law; Forum

This Agreement is governed by the laws of the State of [Governing law (state)], without regard to conflict-of-laws principles. Each Party consents to the jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement, except that the Company may seek injunctive relief in any court with jurisdiction over the Employee. If the Employee primarily lives and works in a state whose law requires that its own law govern or its own courts hear a dispute over this Agreement, that law and those courts apply to that extent.

11. General

This Agreement is the entire agreement between the Parties about solicitation of customers and employees and supersedes any prior non-solicitation provision between them; it supplements and does not replace any confidentiality, invention assignment or non-compete agreement. It may be amended only in a writing signed by both Parties. No waiver of a breach is a waiver of any later breach. The Company may assign this Agreement to a successor to the Business; the Employee may not assign it. This Agreement may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution.

Signatures

Company · Employee

Non-Solicitation Agreement FAQ

What is the difference between a non-solicit and a non-compete?

A non-compete stops the employee from working in the business at all, within a territory, for a period. A non-solicit only stops them from actively going after specific people: the customers they dealt with and the co-workers they know. Because it leaves the employee free to earn a living, courts enforce non-solicits more readily and more states allow them, though California and a few others treat customer non-solicits as restraints on trade.

Are non-solicitation agreements enforceable?

In most states, yes, when the restricted period is reasonable (six to twenty-four months) and the definition of “customer” is tied to the employee’s actual contacts rather than every customer the company has. California will not enforce customer non-solicits and its courts have grown hostile to employee non-solicits; some states now apply income thresholds to non-solicits as well as non-competes. Check your state before you rely on it.

What counts as “soliciting” a customer?

Initiating contact with a Customer for the purpose of selling them competing products or services, or encouraging them to reduce or end their business with the Company. It does not include general advertising that is not aimed at the Company’s customers, or accepting business from a customer who contacts the employee on their own, though the agreement lets you extend the restriction to servicing customers the employee dealt with if your state allows it.

How long should the restricted period be?

Twelve months is the norm and is enforced almost everywhere non-solicits are allowed; twenty-four months is common for senior sales and executive roles; anything longer needs a specific reason. The look-back for who counts as a “Customer” should match: customers the employee dealt with in the last twelve or twenty-four months of employment, not everyone in the CRM.

Can I leave the carve-outs blank for the employee to fill in?

Yes. Any blank you leave becomes a field the employee completes when they open the link, and you see what they entered before you countersign. A common approach is for the employer to fill in the period and the definitions and leave the carve-out field for the employee to list the customers or contacts they brought with them, which you then accept or negotiate before signing.

Does the employee need separate consideration if they are already employed?

In a growing number of states, continued employment is not enough consideration for a restrictive covenant signed after the start of employment; the employee must receive something new, such as a raise, a bonus, a promotion or a payment. The agreement has a field for what the employee receives; if it is initial employment, send the agreement with the offer so it is signed before work begins.

Related templates

This template is general information, not legal advice. Laws differ by state; review anything important with a lawyer.

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