Non-Solicitation Agreement (Canada)
This Non-Solicitation Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:
[Company Name], with its principal place of business located at [Company Address], [Company City], [Company Province] [Company Postal Code], Canada (hereinafter referred to as the "Company"); and
[Individual Name], residing at [Individual Address], [Individual City], [Individual Province] [Individual Postal Code], Canada, currently holding the position of [Position Title] (hereinafter referred to as the "Restricted Party").
The Company and the Restricted Party are collectively referred to as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, the Restricted Party is or has been employed by or engaged with the Company and, in the course of such employment or engagement, has had access to confidential information, trade secrets, client relationships, and other proprietary business interests of the Company;
WHEREAS, the Company has a legitimate proprietary interest in protecting its client relationships, employee relationships, supplier relationships, and goodwill from solicitation by former employees and agents;
WHEREAS, the Parties acknowledge that non-solicitation covenants are recognized as enforceable under Canadian common law where they are reasonable in scope, duration, and geographic area, and are necessary to protect a legitimate proprietary interest of the Company;
WHEREAS, the Restricted Party acknowledges that the restrictions set forth herein are reasonable and necessary for the protection of the Company's legitimate business interests and that the Restricted Party has had the opportunity to seek independent legal advice before signing this Agreement;
NOW, THEREFORE, in consideration of [Consideration], and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. NON-SOLICITATION OF CLIENTS AND CUSTOMERS
For a period of [Restriction Period] months following the termination of the Restricted Party's employment or engagement with the Company, regardless of the reason for such termination (whether voluntary or involuntary, with or without cause), the Restricted Party shall not, directly or indirectly, on behalf of himself or herself or any other person, firm, corporation, or entity:
(a) Solicit, contact, or attempt to solicit or contact any client, customer, or account of the Company for the purpose of offering or providing products or services that are competitive with those offered by the Company;
(b) Induce, encourage, or attempt to induce or encourage any client or customer of the Company to reduce, terminate, or transfer its business relationship with the Company;
(c) Interfere with or disrupt any existing business relationship between the Company and any of its clients, customers, vendors, suppliers, or business partners;
(d) Engage in the following additional restricted activities: [Restricted Activities].
2. NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS
During the restriction period set forth in Section 1, the Restricted Party shall not, directly or indirectly:
(a) Solicit, recruit, hire, or engage any person who is, or within the preceding six (6) months was, an employee, independent contractor, consultant, or agent of the Company;
(b) Induce, encourage, or attempt to induce or encourage any employee, independent contractor, consultant, or agent of the Company to terminate, reduce, or alter his or her relationship with the Company;
(c) Assist any third party in recruiting or soliciting any employee or contractor of the Company.
3. GEOGRAPHIC SCOPE
The restrictions set forth in this Agreement shall apply within the following geographic area: [Geographic Scope]. The Parties acknowledge that this geographic limitation is reasonable given the nature and extent of the Company's business operations and the Restricted Party's access to confidential information and client relationships.
4. CONSIDERATION
In exchange for the Restricted Party's agreement to the non-solicitation restrictions contained herein, the Company agrees to provide the following consideration: [Consideration]. The Restricted Party acknowledges that such consideration is adequate, sufficient, and constitutes fresh consideration to support the obligations set forth in this Agreement. The Parties acknowledge that this consideration is independent of any consideration provided under the Restricted Party's employment agreement or offer of employment.
5. REASONABLENESS OF RESTRICTIONS
The Restricted Party acknowledges and agrees that the restrictions contained in this Agreement, including the duration of [Restriction Period] months, the geographic scope, and the scope of restricted activities, are reasonable and necessary to protect the legitimate proprietary interests of the Company. The Restricted Party further acknowledges that these restrictions will not impose undue hardship on the Restricted Party or prevent the Restricted Party from earning a livelihood, given the Restricted Party's skills, experience, and qualifications.
If any court of competent jurisdiction determines that any provision of this Agreement is unenforceable because it is too broad in scope, duration, or geographic area, the Parties agree that such provision shall be read down or modified to the minimum extent necessary to make it enforceable, consistent with the approach endorsed by Canadian courts, and the remaining provisions shall continue in full force and effect.
6. REMEDIES FOR BREACH
The Parties acknowledge and agree that a breach of this Agreement would cause irreparable harm to the Company for which monetary damages alone would be an inadequate remedy. In the event of a breach or threatened breach of this Agreement, the Company shall be entitled to the following remedies: [Remedies].
Such remedies shall be in addition to, and not in lieu of, any other rights or remedies available to the Company at law or in equity. The Company may apply to any court of competent jurisdiction for interim and interlocutory injunctive relief without the necessity of proving actual damages. In the event the Restricted Party breaches any provision of this Agreement, the restriction period shall be extended by the duration of such breach.
7. TERMINATION AND SURVIVAL
The non-solicitation restrictions set forth in this Agreement shall commence upon the termination of the Restricted Party's employment or engagement with the Company and shall survive for the restriction period regardless of the reason for termination. The Parties' obligations under this Agreement regarding confidentiality, remedies, and governing law shall survive the expiration of the restriction period.
The Company may, at its sole discretion, release the Restricted Party from some or all of the restrictions in this Agreement by providing written notice. Any such release shall not affect the enforceability of the remaining restrictions.
8. INDEPENDENT LEGAL ADVICE
The Restricted Party acknowledges that the Company has recommended that the Restricted Party obtain independent legal advice before executing this Agreement. The Restricted Party confirms that he or she has either obtained independent legal advice or has voluntarily chosen not to do so, and that the Restricted Party fully understands the terms and consequences of this Agreement.
9. NOTICES
All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or sent by email to the following addresses:
To the Company: [Company Name], [Company Address], [Company City], [Company Province] [Company Postal Code], Canada, Email: [Company Email], Phone: [Company Phone]
To the Restricted Party: [Individual Name], [Individual Address], [Individual City], [Individual Province] [Individual Postal Code], Canada, Email: [Individual Email], Phone: [Individual Phone]
Either Party may change its address for receipt of notices by providing written notice to the other Party in accordance with this section.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of [Governing Law Province] and the applicable federal laws of Canada. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of competent jurisdiction located in the Province of [Governing Law Province], and the Parties hereby consent to the exclusive jurisdiction of such courts.
11. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. The Parties agree that the court may read down or modify any unenforceable provision to the minimum extent necessary to render it enforceable.
12. ASSIGNMENT
The Company may assign this Agreement to any successor, affiliate, or purchaser of all or substantially all of the Company's business or assets without the consent of the Restricted Party. The Restricted Party may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.
13. WAIVER
The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision or any other provision in the future. Any waiver must be in writing and signed by the Party granting the waiver.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and understandings, whether oral or written. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Non-Solicitation Agreement as of the Effective Date first written above.
COMPANY:
[Company Name]
Name: [Company Signer]
Title: [Signer Title]
Date: [Effective Date]
RESTRICTED PARTY:
Name: [Individual Name]
Title: [Position Title]
Date: [Individual Sign Date]
Party 1
________________
Signature
Date: ________________
Party 2
________________
Signature
Date: ________________
What Is a Non-Solicitation Agreement (Canada)?
A Non-Solicitation Agreement in Canada restrains a party from soliciting the other’s employees, clients, or suppliers for a defined period after the relationship ends, governed primarily by common-law restraint-of-trade principles requiring reasonableness.
Canadian courts have consistently treated non-solicitation agreements more favourably than non-competes because they impose a lesser restraint on the individual's ability to earn a livelihood. The Supreme Court of Canada's framework from Elsley v. J.G. Collins Insurance Agencies Ltd. (1978) and Shafron v. KRG Insurance Brokers (2009 SCC 6) applies: the restriction must be reasonable in scope, duration, and geographic application, and must protect a legitimate proprietary interest such as customer relationships, goodwill, or confidential client information.
Critically, non-solicitation agreements remain enforceable in Ontario even after the 2021 ESA s. 67.2 amendment that banned non-compete agreements for most employees. The Ontario legislature specifically preserved non-solicitation as a valid restrictive covenant because it allows the individual to work for competitors — they simply cannot actively solicit the former employer's clients or recruit its staff. This makes non-solicitation agreements the primary protective tool available to Ontario employers.
In all provinces, the agreement must distinguish between active solicitation (directly contacting protected clients) and passive acceptance (responding to a client who independently seeks out the former employee). Canadian courts generally hold that a non-solicitation clause prohibits only active solicitation, not passive acceptance of business. Section 6 of the Employment Standards Act 2000 establishes Ontario's minimum employment standards floor, and Section 67.2 of the Employment Standards Act 2000 confirms that non-solicitation agreements remain valid even where non-competes are banned. The Personal Information Protection and Electronic Documents Act 2000, administered by the Office of the Privacy Commissioner of Canada, governs how client personal information collected during employment may be used after departure. The Canada Labour Code 1985, administered by Employment and Social Development Canada, governs non-solicitation obligations for federally regulated employees in banking, telecommunications, and interprovincial transportation. The Competition Bureau enforces Section 45 of the Competition Act 1985 to prevent non-solicitation agreements between competitors that could constitute market division. The Ontario Superior Court of Justice, British Columbia Supreme Court, and Alberta Court of King's Bench adjudicate non-solicitation enforcement actions.
Quebec's Article 2089 of the Civil Code of Quebec 1991 requires that any restrictive covenant — including non-solicitation — must be limited as to time, place, and type of employment, and must be proportionate to the legitimate interests of the employer. The Superior Court of Quebec applies a proportionality analysis rather than the common law reasonableness test applicable in other provinces. Section 2088 of the Civil Code of Quebec 1991 also imposes an implied duty of loyalty on employees throughout the employment relationship, which provides a parallel basis for non-solicitation claims during employment even without a written agreement. Forms-legal.com provides this Canadian Non-Solicitation Agreement template as a starting point for Canada-compliant documentation.
When Do You Need a Non-Solicitation Agreement (Canada)?
When an employee with significant client relationships is leaving the company — whether through resignation, termination, or retirement — and the employer needs to prevent them from actively contacting and diverting clients to a competitor or their own new business.
When a key salesperson, account manager, or professional service provider has built deep personal relationships with the employer's clients and the employer's goodwill is substantially tied to those individual relationships.
When an Ontario employer cannot use a non-compete agreement due to ESA s. 67.2 and needs the strongest available alternative to protect its client base from departing employees at all levels.
When a business partnership dissolves and one partner needs assurance that the other will not systematically contact shared clients to divert them to a competing venture.
When a company is hiring from a competitor and wants to confirm the new hire does not bring clients by actively soliciting them, which could expose the hiring company to tortious interference claims from the competitor.
Without a non-solicitation agreement, an employer must rely on the implied duty of good faith and loyalty, which provides substantially weaker protection and typically does not extend beyond the employment relationship. Section 14 of the British Columbia Employment Standards Act 1996 and Section 2 of the Alberta Employment Standards Code 2000 impose obligations that interact with non-solicitation enforcement when employment ends. The Personal Information Protection and Electronic Documents Act 2000 restricts how departing employees may use client personal information obtained during employment, providing a parallel statutory layer of protection. Section 36 of the Competition Act 1985 allows a private party to sue for damages caused by violations of Part VI of the Competition Act 1985, which may apply if a former employee and a competitor used a non-solicitation breach as part of a broader anti-competitive scheme. The Ontario Superior Court of Justice, British Columbia Supreme Court, and Alberta Court of King's Bench regularly grant interim injunctions under provincial Rules of Civil Procedure to stop ongoing solicitation pending trial. Employers in professional services sectors — law firms, accounting firms, financial advisory firms, insurance brokerages, and healthcare practices — are the most frequent users of non-solicitation agreements in Canada, because their business value is concentrated in client relationships that departing professionals can readily take.
What to Include in Your Non-Solicitation Agreement (Canada)
Definition of Solicitation — A precise definition of what constitutes prohibited solicitation: directly or indirectly contacting, inviting, encouraging, or inducing protected clients or employees to leave. The definition should clarify that responding to unsolicited contact from a client (passive acceptance) is not prohibited.
Identification of Protected Clients — Specify which clients are covered: all clients of the employer, clients the individual personally serviced or had material contact with during a defined look-back period (typically the final 12 to 24 months of employment), or a named list of key accounts. Narrower definitions are more readily enforced.
Employee Non-Solicitation — A separate provision preventing the departing individual from recruiting, hiring, or inducing the employer's employees to leave. This protects against the loss of a team, which can be more damaging than the loss of individual clients.
Reasonable Duration — Periods of 12 to 24 months are generally considered reasonable by Canadian courts for employment-related non-solicitation agreements. The duration should be proportionate to the length and depth of the client relationships and the time needed for the employer to solidify those relationships with a successor.
Geographic Scope — While non-solicitation agreements are less dependent on geography than non-competes, specifying the relevant territory (provincial, national, or the specific markets where the employer operates) adds clarity and supports enforceability.
Consideration — For agreements signed after employment has begun, fresh consideration (such as a promotion, bonus, access to new clients, or additional training) must be provided. At the time of hiring, the employment itself typically constitutes adequate consideration.
Remedies for Breach — Include provisions for injunctive relief (preventing ongoing solicitation), damages (lost revenue from diverted clients), and an accounting of profits earned through prohibited solicitation. Injunctive relief is critical because client diversion causes irreparable harm.
Severability — A blue-pencil severability clause allowing a court to remove clearly independent, unenforceable provisions while preserving the remainder. Under Shafron v. KRG, courts cannot rewrite ambiguous terms but can sever distinct clauses.
Governing Law — The province whose laws apply. Ontario, British Columbia, and Alberta each apply the common law reasonableness test from Shafron v. KRG Insurance Brokers (2009 SCC 6), but with different emphases and judicial precedents. Quebec applies Article 2089 of the Civil Code of Quebec 1991, which requires the restriction to be limited as to time, place, and type of employment and proportionate to the employer's legitimate interests. Section 5 of the Personal Information Protection and Electronic Documents Act 2000 requires organizations to protect client personal information, which non-solicitation agreements help safeguard by restricting how departing employees can use client data they accessed during employment. Section 10.1 of the Personal Information Protection and Electronic Documents Act 2000 requires mandatory breach notification to the Office of the Privacy Commissioner of Canada when misuse of client data causes a real risk of significant harm. The Competition Bureau enforces Section 45 and Section 90.1 of the Competition Act 1985 to prevent non-solicitation agreements between competitors from constituting anti-competitive market division. The Canada Labour Code 1985, administered by Employment and Social Development Canada, governs non-solicitation for federally regulated employees. The Ontario Superior Court of Justice, British Columbia Supreme Court, and Alberta Court of King's Bench adjudicate enforcement actions. Arbitration under the Arbitration Act 1991 (Ontario) or Arbitration Act 2020 (British Columbia) provides a faster alternative to litigation. Forms-legal.com provides this Canadian Non-Solicitation Agreement template as a starting point for Canada-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Non-Solicitation Agreement (Canada) (Canada) [Legal document template]. Forms Legal. https://forms-legal.com/canada/business/contracts/non-solicitation-agreement-canada
"Non-Solicitation Agreement (Canada) (Canada)." Forms Legal, 2026, https://forms-legal.com/canada/business/contracts/non-solicitation-agreement-canada.
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note = {Free legal document template. Based on Canada Business Corporations Act (R.S.C. 1985, c. C-44)}
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Frequently Asked Questions
Yes. Unlike non-compete agreements — which are banned for most employees in Ontario under Section 67.2 of the Employment Standards Act 2000 as amended by the Working for Workers Act 2021 — non-solicitation agreements are generally enforceable across all Canadian provinces and territories, provided they are reasonable in scope, duration, and geographic application. The Ontario legislature specifically preserved non-solicitation as a valid restrictive covenant when it enacted the non-compete ban, because non-solicitation agreements allow the individual to work freely for competitors — they simply prohibit actively soliciting the former employer's clients or staff. Canadian courts apply the common law reasonableness test from Elsley v. J.G. Collins Insurance Agencies Ltd. (1978) and Shafron v. KRG Insurance Brokers (2009 SCC 6): the restriction must be reasonable in scope, duration, and geographic application, and must protect a legitimate proprietary interest such as customer goodwill or confidential client information. In Quebec, Article 2089 of the Civil Code of Quebec 1991 governs post-employment restrictions and requires the restriction to be limited as to time, place, and type of employment, and proportionate to the legitimate interests of the employer. The Canada Labour Code 1985 governs non-solicitation obligations for federally regulated employees. The Competition Bureau enforces Section 45 of the Competition Act 1985 to ensure non-solicitation agreements are not used to divide markets or restrict competition between competitors.
Canadian courts assess reasonableness by examining three dimensions from Elsley v. J.G. Collins Insurance Agencies Ltd. (1978) and Shafron v. KRG Insurance Brokers (2009 SCC 6). First, duration: 12 to 24 months is generally reasonable. The Ontario Court of Appeal and British Columbia Supreme Court have upheld 12-month restrictions in most professional service contexts. Second, geographic scope: specifying the relevant territory adds clarity and enforceability. Third, the clients covered: restricting solicitation to clients the individual personally served during the final 12 to 24 months of employment is more readily enforced than a blanket restriction. The restriction must protect a legitimate proprietary interest — goodwill or confidential client information under the Personal Information Protection and Electronic Documents Act 2000, enforced by the Office of the Privacy Commissioner of Canada. The Ontario Superior Court of Justice has consistently held that non-solicitation agreements remain valid even after Section 67.2 of the Employment Standards Act 2000 rendered non-competes void. In Quebec, Article 2089 of the Civil Code of Quebec 1991 applies a proportionality standard.
Yes — a non-disclosure agreement (NDA) and a non-solicitation agreement serve different purposes and are routinely used together. An NDA based on Lac Minerals Ltd. v. International Corona Resources Ltd. (1989 2 SCR 574) protects confidential information from unauthorized disclosure. The NDA does not restrict who the employee can contact or recruit. A non-solicitation agreement specifically prohibits active solicitation of clients or employees — regardless of whether confidential information is used. A departing employee could contact publicly available clients without breaching an NDA; a non-solicitation agreement would prevent this. Together: the NDA covers information, the non-solicitation agreement covers relationships. Under Section 67.2 of the Employment Standards Act 2000 (amended by the Working for Workers Act 2021), non-competes are banned for most Ontario employees but both NDAs and non-solicitation agreements remain fully enforceable. The Personal Information Protection and Electronic Documents Act 2000, enforced by the Office of the Privacy Commissioner of Canada, governs client personal information both agreements protect. The Canada Labour Code 1985 governs federally regulated employers. Forms-legal.com provides separate Canadian NDA and non-solicitation agreement templates.
A Non-Solicitation Agreement (Canada) does not legally require a lawyer in Canada, and individuals and businesses may draft and execute the document independently. The Canada Business Corporations Act (R.S.C. 1985, c. C-44) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Canada lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Federal Court of Canada has jurisdiction over disputes arising from this type of document, and Corporations Canada may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A Non-Solicitation Agreement (Canada) does not legally require a lawyer in Canada, though legal advice is recommended for complex transactions. Under Canadian law, individuals may draft and execute this type of document independently. The Competition Act (R.S.C. 1985, c. C-34) provides consumer protections. However, Corporations Canada, the Canada Revenue Agency (CRA), or provincial regulatory bodies may have specific requirements. For property transactions, provincial land title offices require qualified lawyers or notaries. PIPEDA and provincial privacy legislation impose obligations on parties handling personal data. Where disputes arise, provincial superior courts or the Federal Court of Canada have jurisdiction. Forms-legal.com provides this template as a starting point — always review with a qualified Canadian lawyer for significant transactions.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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