Non-Solicitation Agreement (New Zealand)
Post-Employment Restraint — Contract and Commercial Law Act 2017 (CCLA) & ERA 2000
This Non-Solicitation Agreement (the “Agreement”) is entered into and made effective as of [Effective Date] (the “Effective Date”), by and between:
[Company Name] (NZBN: [Company NZBN]), with its principal place of business at [Company Address], [Company City], [Company Region] [Company Postcode] (the “Company”); and
[Individual Name], residing at [Individual Address], [Individual City], [Individual Region] [Individual Postcode], currently holding the position of [Position Title] (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 business interest in protecting its client relationships, employee relationships, and goodwill from solicitation by former employees and agents, under the principles of the Contract and Commercial Law Act 2017 (CCLA);
WHEREAS, the Restricted Party acknowledges that the restraints set forth herein are reasonable and no more than is reasonably necessary to protect the Company’s legitimate business interests, in accordance with New Zealand common law;
NOW, THEREFORE, in consideration of [Consideration], and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. NON-SOLICITATION COVENANT
For a period of [Restriction Period] 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 “Restraint Period”), the Restricted Party shall not, directly or indirectly, on the Restricted Party’s own account or on behalf of any other person, firm, corporation, or entity, and within [Geographic Scope]:
(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 employee, independent contractor, consultant, or agent of the Company to terminate his or her relationship with the Company;
(c) Hire or engage any person who is, or within the preceding six (6) months was, an employee or contractor of the Company;
(d) Interfere with or disrupt any existing business relationship between the Company and any of its clients, suppliers, or business partners;
(e) Engage in the following additional restricted activities: [Restricted Activities].
2. CONSIDERATION
In exchange for the Restricted Party’s agreement to the non-solicitation restraints contained herein, the Company agrees to provide the following consideration: [Consideration]. The Restricted Party acknowledges that such consideration is adequate and sufficient to support the obligations set forth in this Agreement under the Contract and Commercial Law Act 2017 (CCLA).
3. CONFIDENTIALITY
The Restricted Party acknowledges that during employment or engagement with the Company, the Restricted Party has had and will have access to confidential and proprietary information, including but not limited to: client lists and contact information, financial data, business strategies, marketing plans, pricing structures, trade secrets, and proprietary methodologies (collectively, “Confidential Information”). The Restricted Party agrees to hold all Confidential Information in strict confidence and not to disclose, use, or permit access to any Confidential Information for any purpose other than the performance of duties for the Company. This confidentiality obligation shall survive the termination of this Agreement and the Restricted Party’s employment indefinitely with respect to trade secrets and for a period of three (3) years for all other Confidential Information.
4. GOOD FAITH OBLIGATIONS
The Parties acknowledge that the employment relationship is governed by the duty of good faith under section 4 of the Employment Relations Act 2000 (ERA). The Restricted Party acknowledges that the restraints in this Agreement are a reasonable and proportionate measure to protect the Company’s legitimate business interests and are consistent with the Parties’ good faith obligations to each other under the ERA.
5. REASONABLENESS OF RESTRAINTS
The Restricted Party acknowledges and agrees that the restraints contained in this Agreement, including the duration of [Restriction Period], the geographic scope, and the scope of restricted activities, are reasonable and no more than is reasonably necessary to protect the legitimate business interests of the Company under New Zealand common law and the Contract and Commercial Law Act 2017 (CCLA). If any court of competent jurisdiction or the Employment Relations Authority determines that any provision of this Agreement is unenforceable, such provision shall be read down to the minimum extent necessary to make it enforceable, 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 seek injunctive relief and other equitable remedies from a court of competent jurisdiction in New Zealand, in addition to any other rights or remedies available at law or in equity. In the event the Restricted Party breaches any provision of this Agreement, the restraint period shall be extended by the duration of such breach. The Restricted Party shall also be liable for all reasonable legal costs incurred by the Company in enforcing this Agreement.
7. NOTICES
All notices under this Agreement shall be in writing and delivered to the following addresses:
To the Company: [Company Name], [Company Address], [Company City], [Company Region] [Company Postcode], Email: [Company Email]
To the Restricted Party: [Individual Name], [Individual Address], [Individual City], [Individual Region] [Individual Postcode], Email: [Individual Email]
8. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA) and the Employment Relations Act 2000. Any legal action or proceeding arising out of or relating to this Agreement may be brought in the Employment Relations Authority or the courts of New Zealand sitting in [Governing Region], and each Party hereby submits to the jurisdiction of such courts and authority.
9. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or the Employment Relations Authority, such invalidity, illegality, or unenforceability shall not affect any other provision, and the remaining provisions shall continue in full force and effect. To the extent permitted by New Zealand common law and the Contract and Commercial Law Act 2017, any overly broad provision shall be read down to the extent necessary to make it valid and enforceable.
10. 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 accordance with section 65(2)(b) of the Employment Relations Act 2000.
IN WITNESS WHEREOF, the Parties have executed this Non-Solicitation Agreement as of the Effective Date first written above.
COMPANY:
[Company Name]
NZBN: [Company NZBN]
Authorised Representative:
Date: [Effective Date]
RESTRICTED PARTY:
Name: [Individual Name]
Position: [Position Title]
Date: [Effective Date]
Company
________________
Signature
Restricted Party
________________
Signature
What Is a Non-Solicitation Agreement (New Zealand)?
A Non-Solicitation Agreement for New Zealand is a post-employment restraint contract that prevents a departing employee or contractor from actively approaching the employer's existing clients, customers, or other employees for a defined period after the employment relationship ends. Unlike a non-compete agreement, a non-solicitation agreement does not prevent the employee from working in the same industry or for a competitor — it simply prohibits targeted solicitation of specific people with whom the employee had an established relationship during their employment.
In New Zealand, non-solicitation agreements are governed by the common law restraint of trade doctrine as codified and supplemented by the Contract and Commercial Law Act 2017 (CCLA). The CCLA consolidated much of New Zealand's contract law and provides the statutory framework within which courts assess the enforceability of post-employment restraints. The fundamental test is one of reasonableness: the restraint must protect a legitimate proprietary interest of the employer, must be reasonable between the parties, and must not be contrary to the public interest.
The Employment Relations Act 2000 (ERA) is also relevant to non-solicitation agreements entered into in the context of an employment relationship. Section 4 of the ERA imposes a duty of good faith on all parties to an employment relationship, which applies not only to the ongoing employment but also to the negotiation and enforcement of post-employment restraints. Employers must act in good faith when proposing restraint clauses, and employees should genuinely understand what they are agreeing to. Section 65 of the ERA requires employment agreements to be in writing and signed before employment commences, making it essential to include non-solicitation provisions in the written employment agreement at the outset rather than introducing them mid-employment.
There are two main categories of restriction in a non-solicitation agreement. A client or customer non-solicitation clause prevents the employee from approaching clients or customers of the employer — typically limited to those with whom the employee had material contact during a defined period. A staff non-solicitation clause prevents the employee from recruiting or inducing the employer's remaining staff to leave. Both types of restriction must be reasonable in duration, geographic scope, and the class of persons protected to be enforceable. New Zealand courts have shown willingness to read down unreasonable restraints rather than voiding them entirely, preserving the enforceable core of the restriction.
When Do You Need a Non-Solicitation Agreement (New Zealand)?
A Non-Solicitation Agreement is needed in New Zealand whenever an employer has legitimate business interests in client relationships, employee relationships, or goodwill that could be damaged if a departing employee actively targeted those relationships after leaving. This is particularly important in service industries where individual employees develop ongoing personal relationships with clients — including financial services, consulting, legal services, accounting, recruitment, real estate, and healthcare.
The most important time to put a non-solicitation agreement in place is at the commencement of employment. Under section 65 of the Employment Relations Act 2000 (ERA), the employer must provide a written employment agreement before the employee starts work. Including non-solicitation provisions in that initial agreement confirms that there is clear consideration (the offer of employment itself) for the restraint, and that the employee has had the opportunity to seek legal advice before signing. The requirement to provide the agreement before commencement, and the employee's right to seek advice, are both elements of the good faith framework in the ERA.
A non-solicitation agreement is particularly important when hiring employees who will have significant client contact, such as account managers, business development staff, or professional advisers. It is also important when employees will have access to sensitive client information, pricing structures, or proprietary business methodologies that could be used to unfairly compete after leaving.
If a non-solicitation agreement needs to be introduced mid-employment — for example, because an employee is being promoted to a client-facing role or is gaining access to more sensitive information — additional consideration must be provided. Simply requiring an existing employee to sign a new restraint clause without providing something of value in return will not create a binding obligation under New Zealand contract law.
The agreement should be reviewed and updated when there are significant changes in the employee's role, seniority, or client relationships, as the original restraint must be proportionate to the employee's actual level of client contact and the sensitivity of the information they hold. An outdated or disproportionate restraint is at greater risk of being read down or disregarded by a court.
What to Include in Your Non-Solicitation Agreement (New Zealand)
A well-drafted Non-Solicitation Agreement for New Zealand must address the following key elements to maximise its chances of enforcement under the Contract and Commercial Law Act 2017 (CCLA) and New Zealand common law.
The parties and effective date section must clearly identify the employer (company) and the employee (restricted party) by their full legal names and addresses. Including the company's NZBN (New Zealand Business Number) assists with accurate identification and is consistent with established standards for business agreements in New Zealand.
The recitals should set out the basis for the restraint — specifically, that the employee has had access to confidential client information, client relationships, and proprietary business interests of the employer, and that the employer has a legitimate interest in protecting those interests from solicitation. This provides the factual foundation for the reasonableness of the restraint.
The non-solicitation covenant itself must be carefully scoped. For client non-solicitation, it should limit protection to clients with whom the employee had material contact during a defined lookback period (such as the last two years of employment), rather than applying to all of the employer's clients generally. For staff non-solicitation, it should similarly be limited to employees with whom the departing employee had meaningful working relationships. A broad, all-encompassing restriction is more likely to be read down or disregarded.
The restriction period must be reasonable. Six to twelve months is the typical enforceable range in New Zealand for most employees. More senior roles with deeper client relationships may justify up to eighteen months. The period should be stated clearly as commencing on the date employment ends, not on the date the agreement is signed.
The geographic scope must be proportionate to the employer's actual business footprint. A national scope is more easily justified for employers with nationwide operations than for a local or regional business. The more narrowly the geographic scope is defined, the more likely the restraint is to be upheld.
The consideration clause must identify the value given to the employee in exchange for the restraint. For agreements signed at commencement of employment, the offer of employment itself is sufficient consideration. For mid-employment restraints, additional consideration must be specified — such as a salary increase, bonus, promotion, or access to new training or client relationships.
The good faith clause should acknowledge the parties' duties under section 4 of the Employment Relations Act 2000 and confirm that the restraint is consistent with those duties. The governing law clause should specify that the agreement is governed by New Zealand law, including the CCLA 2017 and the ERA 2000, with disputes to be resolved in New Zealand courts or the Employment Relations Authority. The forms-legal.com Non-Solicitation Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Non-Solicitation Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/employment/contracts/non-solicitation-agreement-new-zealand
"Non-Solicitation Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/employment/contracts/non-solicitation-agreement-new-zealand.
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author = {{Forms Legal}},
title = {Non-Solicitation Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/employment/contracts/non-solicitation-agreement-new-zealand}},
note = {Free legal document template. Based on Employment Relations Act 2000}
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Frequently Asked Questions
Yes. Non-solicitation agreements are a form of restraint of trade governed by New Zealand common law and the Contract and Commercial Law Act 2017 (CCLA). Courts assess whether the restriction protects a legitimate business interest (such as established client relationships or the employer's goodwill) and goes no further than is reasonably necessary. Non-solicitation clauses are generally considered easier to enforce than outright non-compete clauses because they are more targeted — the employee remains free to work in the same industry and simply cannot actively solicit the employer's specific clients or staff. New Zealand courts may read down an unreasonable restraint rather than voiding it entirely, applying a blue-pencil approach to preserve the enforceable core of the restriction. Additionally, the Employment Relations Act 2000 (ERA) and its good faith obligations inform how courts interpret post-employment restraints that arise in an employment context.
A non-solicitation clause only prevents the employee from actively approaching the employer's clients or staff. If a client proactively contacts the former employee of their own accord, there is no breach of a pure non-solicitation clause. A non-dealing clause goes further — it prevents the employee from engaging in any business dealings with the employer's clients, regardless of who initiated contact. Non-dealing clauses are treated more like non-compete clauses under New Zealand law and are subject to closer scrutiny by courts, as they restrict the employee's ability to accept work even when the client has freely chosen to approach them. The distinction matters for enforceability: a carefully drafted non-solicitation clause is more likely to be upheld than a broad non-dealing clause, because the former imposes a lesser restriction on the employee's freedom to earn a livelihood, which New Zealand courts respect.
There is no fixed statutory maximum under New Zealand law. Courts assess the duration as part of the overall reasonableness test under the Contract and Commercial Law Act 2017 (CCLA) and common law. In practice, six to twelve months is the most commonly upheld period for client and staff non-solicitation clauses for most employees. Periods of up to eighteen months may be accepted for very senior employees or where particularly sensitive client relationships are involved. Longer periods face greater risk of being read down. Unlike New South Wales in Australia, New Zealand does not have a specific Restraints of Trade Act that governs the read-down process — instead, courts apply common law principles and may use their inherent jurisdiction to modify unreasonable restraints to an enforceable scope.
It is strongly preferable for restraint clauses to be agreed at the start of the employment relationship, when the offer of employment itself provides consideration for the agreement under the Contract and Commercial Law Act 2017 (CCLA). Under section 65 of the Employment Relations Act 2000 (ERA), employment agreements must be in writing and signed before the employee commences work, which makes the commencement of employment an ideal time to include non-solicitation provisions. If a non-solicitation agreement is introduced or varied mid-employment, additional consideration must be provided — such as a promotion, salary increase, one-off payment, or access to new confidential information — to make the variation binding. Unilaterally imposing new post-employment restrictions on an existing employee without providing fresh consideration is unlikely to create a binding obligation and may also be inconsistent with the good faith obligations in section 4 of the ERA.
Section 4 of the Employment Relations Act 2000 (ERA) imposes a statutory duty of good faith on all parties to an employment relationship. This duty requires parties to be active and constructive in maintaining a productive relationship, to be responsive and communicative, and not to act in a way that is deceptive or misleading. This good faith obligation is relevant to post-employment restraints in several ways. First, it reinforces the requirement for transparency when negotiating restraint clauses — employers should explain the purpose and effect of the restraint so that the employee genuinely understands what they are agreeing to. Second, courts and the Employment Relations Authority may consider whether the employer acted in good faith in the circumstances giving rise to the enforcement of the restraint. Third, if an employer terminated the employment in bad faith and then sought to enforce a non-solicitation restraint, a court might take the circumstances of termination into account when assessing whether enforcement would be reasonable.
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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