Non-Solicitation Agreement (Nigeria)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT is made on [Effective Date]
BETWEEN:
(1) [Employer Name] of [Employer Address] (hereinafter referred to as the "Employer"); AND
(2) [Employee Name], [Employee Role] (hereinafter referred to as the "Employee").
1. CLIENT NON-SOLICITATION
1.1 For a period of [Restriction Period] following the termination of the Employee's employment with the Employer (for any reason), within [Territory], the Employee shall not directly or indirectly solicit, canvass, approach, or accept business from: [Client Restriction Scope].
1.2 For the purposes of this Agreement, "solicitation" means any active approach by the Employee to the protected persons to do business with the Employee or with any competing entity, whether by personal contact, telephone, email, social media, or through any intermediary. "Solicitation" does not include the passive acceptance of an approach independently and voluntarily made by the protected person without any prior encouragement from the Employee.
2. STAFF NON-SOLICITATION
2.1 For a period of [Restriction Period] following the termination of the Employee's employment, the Employee shall not directly or indirectly solicit, induce, or encourage to leave the employment of the Employer: [Staff Restriction Scope].
2.2 The restriction in clause 2.1 does not prevent the Employee from responding to a bona fide public advertisement or open recruitment process through which a protected employee independently applies without prior encouragement from the Employee.
3. REASONABLENESS AND REMEDIES
3.1 The Employee acknowledges that the restrictions in this Agreement are reasonable and proportionate to the Employer's legitimate interests in protecting client relationships and staff developed at the Employer's expense.
3.2 Breach of this Agreement entitles the Employer to seek injunctive relief from the High Court of [Governing State] State and/or the Federal High Court, in addition to damages, without the requirement to demonstrate actual financial loss.
4. GOVERNING LAW
4.1 This Agreement is governed by Nigerian law as applied by the courts of [Governing State] State.
Signed by the parties on [Effective Date].
Employer (Authorised Signatory)
________________
Signature
Employee
________________
Signature
What Is a Non-Solicitation Agreement (Nigeria)?
A Non-Solicitation Agreement in Nigeria records the obligations the parties accept and the terms governing their arrangement.
The legitimate interests protected by a Non-Solicitation Agreement under Nigerian law include: the employer's investment in developing client relationships over time; the confidential nature of client contact information, purchasing patterns, and contractual arrangements; and the training and institutional knowledge invested in staff whose departure, if orchestrated by a former colleague, could harm the organisation. Nigerian courts have upheld client non-solicitation clauses of 12 to 24 months for account managers and sales personnel who had direct client relationships during their employment.
Under Nigerian common law (as received from English law), an employee owes a continuing duty of confidentiality to their former employer in respect of genuinely confidential information — including client lists and pricing structures — even after employment ends. A Non-Solicitation Agreement formalises and extends this obligation by specifying the restricted period and the specific categories of clients and employees covered. This is particularly relevant given that Nigerian courts have not always treated employee-developed client relationships as the employer's confidential property without a written agreement.
The Non-Solicitation Agreement differs from the Non-Disclosure Agreement (NDA) — which restricts disclosure of confidential information to third parties — and from the Non-Compete Agreement, which restricts all competitive employment. A well-drafted post-employment protection strategy for a Nigerian employer typically combines an NDA, a Non-Solicitation Agreement, and where justified by the employee's role and seniority, a narrowly drawn Non-Compete Agreement.
The legal framework governing the Non-Solicitation Agreement (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Non-Solicitation Agreement (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Labour Act (Cap. L1, LFN 2004) sets the foundational requirements.
When Do You Need a Non-Solicitation Agreement (Nigeria)?
A Non-Solicitation Agreement in Nigeria is needed in the following circumstances.
A Non-Solicitation Agreement is required when an employer hires a sales manager, account executive, relationship manager, or business development officer who will build personal relationships with the employer's clients and customers, and the employer wants to prevent those client relationships from being taken to a competitor upon the employee's departure.
A Non-Solicitation Agreement is needed when a financial services firm — such as a stockbroking firm registered with the Securities and Exchange Commission (SEC) under the Investments and Securities Act 2007, or an insurance company licensed by the National Insurance Commission (NAICOM) under the Insurance Act 2003 — employs relationship officers whose departure with client portfolios could cause significant financial harm.
A Non-Solicitation Agreement is required when a professional services firm (law firm, accounting firm, or management consulting firm) hires a partner or senior associate who will have access to client files, billing information, and client contact details developed over years at the firm's expense, and needs contractual protection against the departing professional soliciting those clients for a competing practice.
A Non-Solicitation Agreement is needed as part of a key employee retention strategy where a company specifically wants to prevent former senior employees from orchestrating the departure of other key staff — including team leads, technical specialists, or managers — to a competitor within a defined period after their own departure.
A Non-Solicitation Agreement is required in connection with a merger, acquisition, or joint venture agreement where the seller or outgoing party agrees not to solicit the customers or employees of the acquired business for a defined period after closing, as part of the goodwill protection provisions of the transaction documents.
Parties in Nigeria should prepare a Non-Solicitation Agreement (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Non-Solicitation Agreement (Nigeria)
A valid Nigeria Non-Solicitation Agreement must contain the following essential elements.
Parties: Full legal names, addresses, and descriptions of the employer (or company being protected) and the employee or contractor (the restricted party). For corporate employers, include the CAC registration number under CAMA 2020.
Scope of Client Non-Solicitation: A precise definition of the clients or customers that the restricted party may not solicit. Best practice is to restrict solicitation only to clients with whom the restricted party had direct personal contact during the last 12 to 24 months of their employment — not all clients of the entire organisation — to minimise the risk of the clause being struck down as excessively broad.
Scope of Staff Non-Solicitation: Definition of the employees or contractors that the restricted party may not induce or encourage to leave the employer's service. The clause should identify protected categories of staff — such as direct reports, key technical staff, or client-facing personnel — rather than restricting solicitation of all employees globally.
Geographical Scope: Where relevant, the territory within which the non-solicitation restriction applies. For most client non-solicitation clauses in Nigeria, the territory follows the employer's operating geography — Lagos State, the six geopolitical zones, or nationally, depending on the employer's footprint.
Duration: The period for which the restriction applies after the end of employment or the relationship. Nigerian courts have treated 12 to 24 months as generally reasonable for client and staff non-solicitation in most industries. The duration should be proportionate to the time needed for the employer to rebuild client relationships or replace key staff.
Definition of Solicitation: An express definition of what constitutes "solicitation" — typically active targeting of the protected persons, whether by personal contact, email, social media, or through intermediaries. The clause should distinguish solicitation (which is restricted) from passive acceptance of an approach made independently by the client or employee (which is generally not restricted).
Consideration and Remedies: Adequate consideration for the restriction and express provision for injunctive relief and damages in the event of breach.
Additional compliance elements for a Non-Solicitation Agreement (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Non-Solicitation Agreement (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/employment/contracts/non-solicitation-agreement-nigeria
"Non-Solicitation Agreement (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/employment/contracts/non-solicitation-agreement-nigeria.
@misc{formslegal-non-solicitation-agreement-nigeria,
author = {{Forms Legal}},
title = {Non-Solicitation Agreement (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/employment/contracts/non-solicitation-agreement-nigeria}},
note = {Free legal document template. Based on Labour Act (Cap. L1, LFN 2004)}
}
Frequently Asked Questions
Yes. Non-solicitation agreements are enforceable in Nigeria as a form of restraint of trade, provided they satisfy the three-part reasonableness test applied by Nigerian courts: the existence of a legitimate protectable interest (such as established client relationships or trained staff); a scope of restriction (clients, staff, territory, duration) no wider than reasonably necessary; and no injury to public policy. Nigerian courts treat client and staff non-solicitation clauses as less restrictive of the employee's freedom to earn a living than full non-compete clauses, and are therefore more willing to uphold them. A non-solicitation clause that prevents an employee from working for a competitor (as opposed to merely soliciting specific clients) may be recharacterised as a disguised non-compete and subjected to stricter scrutiny. For enforceability, the agreement should be signed at the commencement of employment or supported by fresh consideration if signed later.
A non-solicitation clause and a non-compete clause in Nigeria both restrict a departing employee's post-employment activities, but they differ in scope and enforceability. A non-compete clause prohibits the employee from working for or with any competing business within a defined territory and period — it restricts the employee's freedom to compete entirely. A non-solicitation clause is narrower: it allows the employee to work for a competitor but prohibits them from actively targeting specific clients, customers, or staff of the former employer. Nigerian courts treat non-solicitation clauses as less restrictive and therefore more readily enforceable than broad non-compete clauses. A well-drafted employment contract in Nigeria typically includes both a non-compete clause (for senior employees in sensitive roles) and a non-solicitation clause (for any client-facing or managerial employee), with the non-compete drafted as narrowly as possible to maximise the chance of enforcement.
Nigerian courts assess the reasonableness of a non-solicitation period on a case-by-case basis, looking at the nature of the client relationships, the industry, and the seniority of the restricted employee. Based on decisions from the Federal High Court and the Court of Appeal, a non-solicitation period of 12 months is generally treated as reasonable for most client-facing and managerial employees in Nigeria. Periods of 18 to 24 months may be upheld for senior executives, partners in professional firms, or employees with long-established client relationships. Periods exceeding 24 months face greater scrutiny and must be justified by evidence that the employer's client relationships take more than two years to rebuild. Staff non-solicitation periods tend to mirror client non-solicitation periods but may be slightly shorter — reflecting the fact that staff can be hired from the open market more readily than client relationships can be rebuilt.
Generally yes. A non-solicitation clause in Nigeria restricts the former employee from actively soliciting or approaching protected clients to do business with them. It does not, unless the contract expressly says otherwise, prevent the former employee from accepting business from a client who independently and voluntarily approaches the employee without any prior solicitation by the employee. The distinction between solicitation (prohibited) and passive acceptance (generally permitted) is fundamental to the enforcement of non-solicitation clauses in Nigeria, as confirmed by the principles applied in Nigerian courts following English authorities on restraint of trade. However, if the contract includes a broader clause prohibiting the former employee from accepting business from listed clients (not merely soliciting them), such a broader restriction is possible but will face stricter scrutiny for reasonableness. Employers who wish to protect against passive acceptance of client approaches must draft this explicitly and demonstrate a proportionate legitimate interest.
Yes. Nigerian courts — including the Federal High Court and State High Courts — have jurisdiction to grant interlocutory injunctions preventing a former employee from continuing to solicit protected clients or staff pending the determination of a breach of contract claim. The court applies the American Cyanamid test (as adopted by Nigerian courts): whether there is a serious question to be tried, whether damages would be an adequate remedy, and where the balance of convenience lies. Because ongoing solicitation causes harm that money damages may not adequately remedy — client relationships lost are often permanently lost — courts are generally willing to grant injunctive relief where the employer demonstrates the breach with reasonable evidence. Employers should act promptly upon discovery of breach: delay in seeking an injunction suggests the harm is not urgent and weakens the case for interlocutory relief. An employer may also seek delivery up or destruction of client databases or contact lists misappropriated by the departing employee.
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
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Non-Compete Agreement (Nigeria)
A Non-Compete Agreement for Nigeria that restricts an employee or contractor from engaging in competing business activities during or after employment, under Nigerian contract law and the restraint of trade doctrine as applied by Nigerian courts. Sets out reasonable geographical scope, duration, and protected activities.
Non-Disclosure Agreement (Nigeria)
A Non-Disclosure Agreement (NDA) for Nigeria protecting confidential information shared between parties in a business relationship. Governed by Nigerian contract law and enforceable before the Federal High Court or State High Courts. Covers unilateral and mutual NDA structures, permitted disclosures, remedies for breach, and exceptions for information already in the public domain.
Employment Verification Letter (Nigeria)
A formal employment verification letter for Nigeria, confirming an employee's current or former employment status, salary, and position. Compliant with the Labour Act Cap L1 LFN 2004. Used for visa applications, loan approvals, tenancy references, and background checks.