What is a non-solicitation agreement?
A non-solicitation agreement bars someone, usually a departing employee or contractor, from soliciting a company's customers or employees for a set time after they leave. Unlike a non-compete, it doesn't stop them from working in the field or for a competitor; it just stops them from poaching the clients and staff they had access to.
Because it's narrower than a non-compete, a non-solicitation agreement is more likely to be enforced, but enforceability still varies by state. Some states (like California) sharply limit or void these restrictions; most others enforce them if the scope, duration, and definition of who's protected are reasonable and the employee got something of value in return.
When do you need one?
Below is a list of when you may need a non-solicitation agreement. Keep in mind that the list is not exhaustive and the ultimate arbiter is you. You decide if it’s necessary or not. That said, it cannot be enforced in all situations.
An employee with client relationships is leaving and you want to protect those accounts
A contractor had access to your customer list or key staff
You're selling a business and want the seller not to poach the customers
Protecting your team from being recruited away by a departing manager
Adding solicitation protection without the heavier burden of a non-compete
A key hire in a relationship-driven business (sales, agencies, services)
What it should include
Parties, the company and the employee, contractor, or seller
Customer non-solicit, which clients are off-limits, and for how long
Employee non-solicit, a bar on recruiting the company's staff
Duration, a reasonable time period after departure
Scope, how 'solicit' is defined, and any geographic limit
Consideration, what the person received in return (job, pay, sale proceeds)
Signatures, the company's and the person's, dated
Non-solicitation vs. non-compete
A non-compete bars someone from working in your field or for a competitor; a non-solicitation only bars them from poaching your clients or staff. Because it's narrower and less restrictive of someone's livelihood, a non-solicitation is generally easier to enforce, and a smart fallback in states that limit non-competes.
States that limit these clauses
Enforceability varies. California broadly voids employee non-competes and limits non-solicitation; other states enforce reasonable non-solicitation terms. Because the rules differ sharply, use a state-specific form and confirm your state's current stance before relying on the agreement.
Common mistakes to avoid
Making the duration or scope so broad a court won't enforce it
Not defining who counts as a protected 'customer' or 'employee'
Assuming it's enforceable everywhere, some states limit or void it
Providing no consideration for an existing employee's new promise
Confusing it with a non-compete (they protect different things)
Failing to update it when someone's role or client access changes