Non Solicitation Agreement Template

In plain language: Identifies the employer or protected party and the restricted party by legal name, and states the commercial reason the restriction exists.

Common mistake: Using a trade name instead of the registered legal entity name. If the Company name does not match payroll or corporate registry records, enforcement actions filed under the wrong entity can be dismissed on standing grounds.

In plain language: Precisely defines every key term — Protected Customers, Protected Persons, Competing Business, and Restricted Period — so the scope of the restriction is unambiguous.

Common mistake: Leaving 'customer' or 'employee' undefined and relying on plain meaning. Courts interpret undefined terms narrowly against the drafter, often shrinking the restriction below what was intended.

In plain language: Prohibits the restricted party from approaching, contacting, or inducing protected customers to stop doing business with the company or to do business with a competitor.

Common mistake: Drafting the clause to cover all customers ever served, not just those the restricted party personally dealt with. Over-broad customer definitions are routinely struck down by courts applying the reasonableness standard.

In plain language: Prevents the restricted party from recruiting or hiring the company's current employees, contractors, or consultants during the restricted period.

Common mistake: Omitting contractors and consultants from the definition of Protected Persons. Gig workers and 1099 contractors who carry client relationships are just as valuable to poach as salaried employees.

In plain language: States exactly how long the restrictions last and, where applicable, the geographic area within which the restrictions apply.

Common mistake: Setting a blanket 24-month term regardless of the restricted party's seniority or market exposure. Courts regularly reduce or void restrictions that exceed what is reasonably necessary to protect the specific business interest at stake.

In plain language: Documents what the restricted party receives in exchange for accepting the restriction — making the agreement enforceable as a binding contract.

Common mistake: No separate consideration for existing employees signing a post-hire non-solicitation. Continued employment alone is insufficient consideration in several jurisdictions — a bonus, promotion, or pay increase is required to bind current staff.

In plain language: Lists activities that are expressly permitted despite the restrictions — for example, responding to a customer who contacts the restricted party first, or general public job postings.

Common mistake: Omitting a carve-out for unsolicited inbound contact. Without it, the restricted party could technically be in breach if a former client calls them — courts view such overbroad restrictions unfavorably.

In plain language: States that a breach causes irreparable harm entitling the company to seek an immediate court injunction, in addition to monetary damages.

Common mistake: Relying on monetary damages alone without the injunctive relief clause. By the time a damages case is litigated, the client relationships or talent may already be lost. Injunctive relief is the only remedy that stops the harm in real time.

In plain language: Ensures that if any clause is found unenforceable, the rest of the agreement survives, and confirms the document supersedes all prior related agreements.

Common mistake: No severability clause in a jurisdiction that does not blue-pencil. Without it, one overbroad clause can void the entire agreement — leaving the company with no protection at all.

In plain language: Specifies which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation.

Common mistake: Choosing a governing law with no connection to where the restricted party actually works. Several states and countries — notably California — apply local law regardless of a contractual choice-of-law clause, potentially rendering the entire restriction unenforceable.

A non-solicitation agreement is a legally binding contract that prevents a departing employee, contractor, or business partner from soliciting the company's clients or employees for a defined period after the relationship ends. Unlike a non-compete agreement, it does not bar the restricted party from working in the same industry — it only restricts active outreach to specific protected relationships. Non-solicitation agreements are widely used in sales, professional services, and technology industries where client and talent relationships represent significant commercial value.

A non-compete agreement prevents the restricted party from working for a competitor or starting a competing business in a defined geography and time period. A non-solicitation agreement is narrower — it only restricts active solicitation of the company's clients or employees, while leaving the restricted party free to work anywhere. Non-solicitation clauses face less judicial scrutiny and are more consistently enforced because they impose a smaller restriction on the individual's ability to earn a living.

Enforceability depends on the jurisdiction, the scope of the restriction, and whether adequate consideration was provided. Courts generally enforce non-solicitation clauses that are limited to customers the restricted party personally worked with, cover a reasonable time period (typically 6–18 months), and were supported by real consideration at signing. California, Oklahoma, and North Dakota broadly restrict post-employment covenants and may void even narrowly drafted non-solicitation clauses. Consider consulting a lawyer before relying on a non-solicitation agreement in high-stakes jurisdictions.

The most commonly enforced restricted periods range from 6 to 18 months. Six to 12 months is standard for most employees with client or team exposure; 18 to 24 months is defensible for senior executives, founding team members, or partners who have deep relationships across a large portion of the customer base. Restrictions longer than 24 months are rarely enforced and are more likely to be voided entirely or blue-penciled down by a court.

Non-solicitation obligations can be included as a clause within an employment contract or documented in a standalone agreement — both formats are enforceable if properly executed. A standalone agreement makes the restriction more visible to the signing party, which can strengthen the argument that it was knowingly accepted. It also makes the document easier to enforce in isolation if other employment contract provisions are challenged. Either way, the agreement must be signed before the employee's first day of work to avoid consideration problems.

Generally no. Courts applying the reasonableness standard typically require that restricted customers be limited to those the restricted party actually contacted, managed, or had meaningful access to during their employment. Attempting to restrict all of the company's customers — even those the employee never knew existed — is a common drafting error that causes courts to void or dramatically narrow the clause. Defining protected customers precisely is one of the most important steps in drafting an enforceable agreement.

The company can seek injunctive relief to immediately stop the solicitation, monetary damages for losses caused by diverted clients or talent, and, where the agreement provides for it, liquidated damages or attorney's fees. Injunctive relief is the most time-sensitive remedy — courts can issue a temporary restraining order within days of a verified breach, halting the restricted party's conduct before further damage occurs. The strength of the injunction application depends heavily on how precisely the agreement is drafted.

For standard domestic employment situations with a single state and straightforward client relationships, a high-quality template reviewed against current law in the applicable jurisdiction is typically sufficient. Engage a lawyer when the restricted party is a senior executive with broad market relationships, when the restriction spans multiple jurisdictions with conflicting laws, when the agreement is part of an M&A transaction, or when enforcement litigation is a real possibility. A 1–2 hour review typically costs $300–$600 and is worthwhile for high-value relationships.

Yes. Mutual non-solicitation agreements are common in joint ventures, strategic partnerships, and M&A transactions — both parties agree not to solicit each other's employees or customers during and after the relationship. In an employment context, mutual agreements are less common because the employer typically has the dominant interest to protect, but they can be appropriate where the employee brings a pre-existing book of business into the role.