Non-Solicitation

What Is Non-Solicitation? A non-solicitation agreement (or non-solicitation clause) is a restrictive covenant that prevents one party from actively reaching out to or recruiting another party's employees, customers, or clients. These provisions are commonly found in employment agreements, partnership dissolution agreements, and business sale contracts. Non-solicitation restrictions are generally more enforceable than non-compete agreements because they are less burdensome on the restricted party. ## Types of Non-Solicitation - **Employee non-solicitation** prevents recruiting or hiring the other party's staff - **Customer non-solicitation** prevents soliciting or doing business with the other party's clients - **Combined provisions** restrict both employee and customer solicitation ## Enforceability Factors Courts evaluate non-solicitation agreements based on whether the restriction protects a legitimate business interest, the duration is reasonable (typically 1 to 2 years), the scope is clearly defined, and adequate consideration supports the covenant. Unlike non-compete agreements, non-solicitation clauses do not restrict the individual from working in the same industry. They only prohibit active solicitation, meaning the restricted party may generally accept business from clients who approach them independently.