Non-Solicitation Agreement — Convention (Quebec)

A Quebec non-solicitation agreement (convention de non-sollicitation) is a legally binding contract governed by the Civil Code of Quebec that restricts one party from soliciting the clients, customers, or employees of another party. Under Quebec civil law, non-solicitation clauses are a specific type of restrictive covenant regulated primarily by article 2089 of the Civil Code of Quebec (C.c.Q.), which requires that such clauses be limited in terms of time, territory, and scope of activity to be considered valid and enforceable. Unlike common law provinces, Quebec follows the civilian tradition where the validity of restrictive covenants is assessed through the lens of good faith (article 1375 C.c.Q.) and the general principles of obligations. A non-solicitation agreement is distinct from a non-competition agreement in that it does not prevent the restricted party from working in the same field or industry. Rather, it specifically prohibits the targeted solicitation of identified clients, customers, or employees with whom the restricted party had contact or relationships during their engagement with the protected party. This type of agreement is commonly used in employment contracts, consulting agreements, partnership dissolutions, and business sale transactions to protect the legitimate commercial interests of the party with the established client base. Quebec courts have consistently held that non-solicitation clauses are generally easier to enforce than non-competition clauses because they impose a lesser restriction on the economic freedom of the restricted party while still protecting the core business interests of the other party.

A Quebec non-solicitation agreement is essential in numerous business situations where protecting client relationships and workforce stability is critical. Employers typically require non-solicitation agreements when hiring employees who will have significant contact with clients, access to client lists and confidential business information, or influence over business relationships. This is particularly important for sales professionals, account managers, senior executives, and consultants who develop personal relationships with the company's clients. When a business partnership dissolves or a shareholder exits the company, a non-solicitation agreement confirms that departing partners do not actively recruit the company's existing clients or key employees. In the context of mergers and acquisitions, the seller of a business is frequently required to sign a non-solicitation agreement to protect the goodwill and client base that the buyer has purchased. Independent contractors and consultants who work closely with a company's clients should also be bound by non-solicitation obligations to prevent them from diverting those relationships to their own benefit or to a competitor. Additionally, non-solicitation clauses are valuable in franchise agreements, joint venture dissolutions, and licensing arrangements where parties have shared access to a common client base.

Parties in Quebec should prepare a Non-Solicitation Agreement (Quebec) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

The key elements of a Quebec non-solicitation agreement under the Civil Code of Quebec include several critical components that must be carefully drafted to confirm enforceability. First, the agreement must clearly identify both parties, including the party seeking protection and the party agreeing to the restriction, with complete legal names and addresses. Second, the definition of solicitation must be precise, specifying exactly what conduct is prohibited, whether it includes direct contact, indirect approaches, or both. Third, the protected clients and employees must be clearly described, typically by reference to those with whom the restricted party had contact during a specified period. Fourth, under article 2089 C.c.Q., the geographic scope must be reasonable and clearly delineated, whether limited to a specific city, region, or province. Fifth, the duration of the restriction must be specified and reasonable, with Quebec courts generally accepting periods of 12 to 24 months as reasonable. Sixth, valid consideration (contrepartie) must be provided, such as employment itself, a signing bonus, or access to confidential information. Seventh, any exceptions to the prohibition should be clearly stated. Eighth, the remedies for breach must be outlined, including the availability of injunctive relief and any liquidated damages clause. Ninth, a good faith provision pursuant to article 1375 C.c.Q. should be included. Finally, the governing law clause must reference the applicable provisions of the Code civil du Québec.

Additional compliance elements for a Non-Solicitation Agreement (Quebec) used in Quebec include: Data Protection — applicable privacy legislation requires a lawful basis for processing personal data; Governing Law — specify Quebec law and jurisdiction; Dispute Resolution — parties may refer disputes to the appropriate tribunal or court.