A non-solicitation agreement forbids a departing employee, partner, or contractor from taking the company's clients and recruiting its staff for a defined period. It does not stop the person from working in the industry, which is exactly why courts enforce it far more readily than a non-compete.
The enforceable version is built on one idea: you may compete, but not by raiding the relationships you were paid to build. This template implements that with a material-contact standard and a defined clock.
Non-solicitation vs non-compete
| Non-solicitation | Non-compete | |
|---|---|---|
| What it forbids | Poaching clients and recruiting staff | Working in a line of business at all |
| Effect on the person | Can take any job, just not raid | Locked out of the field in the territory |
| Enforceability | Enforced in nearly every state | Banned or restricted in many states |
| Typical duration | 12 to 24 months | 6 to 24 months where allowed |
Even in states hostile to non-competes, a narrowly drawn non-solicitation covenant usually survives, because it restrains a specific unfair practice rather than the right to work. California is the notable exception: it voids most post-employment customer non-solicitation clauses, though a no-raid clause protecting trade secret customer lists can still have teeth there.
Why the material-contact standard matters
A covenant covering "any customer of the company" is easy to attack: a salesperson at a national firm never met 99 percent of its customers, so restricting all of them protects nothing legitimate. This template restricts only customers the covenantor had material contact with, or learned confidential information about. That tailoring is what judges look for, and it also makes the covenant practical: everyone knows exactly which relationships are off-limits.
Carve-outs build credibility
The template expressly allows general advertising and hiring from unsolicited applications to public job postings. Covenants that ban even passive contact read as punitive, and courts trim or void them.
When to put one in place
- At hiring, for employees who will own client relationships: sales, account management, recruiting
- When engaging an independent contractor who will work directly with your customers
- At a partner or LLC member exit, alongside the buyout paperwork
- With a vendor or business associate who gains access to your client list
- At separation, in exchange for severance, when no covenant was signed earlier
Consideration is required
A restrictive covenant must be exchanged for something of value. For a new hire, the job itself usually suffices; for an existing employee, several states require something extra, like a bonus or promotion. Name the consideration explicitly, as this template does.
Frequently asked questions
Is a non-solicitation agreement enforceable?
In most states, yes, when it is limited to a reasonable period and to customers the person actually dealt with. Courts treat it far more favorably than a non-compete because it does not prevent the person from working. California is the main exception for customer non-solicitation.
How long should a non-solicitation period last?
12 months is the most common and safest choice. 18 to 24 months is defensible for senior people with deep client relationships. Beyond 24 months, expect a court to trim it.
Can a former employee announce their new job to clients?
A neutral announcement of a move is generally not solicitation; actively encouraging clients to transfer their business is. This template targets soliciting and diverting, which is the line most courts draw.
Does this stop the person from working for a competitor?
No. A non-solicitation agreement restricts poaching clients and staff, not employment itself. If you need to keep someone out of a competing business entirely, that is a non-compete agreement, which faces much stricter rules.
What happens if the agreement is violated?
The company can seek an injunction ordering the solicitation to stop and damages for lost business. The agreement includes the injunctive relief language courts expect, because money rarely undoes a diverted client relationship.