Non-Solicitation Agreement
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], [City], [State] [ZIP] (hereinafter referred to as the "Company"); and
[Individual Name], residing at [Individual Address], [City], [State] [ZIP], currently holding the position of [Position Title] (hereinafter referred to as the "Restricted 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, vendor relationships, and goodwill from solicitation by former employees and agents;
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;
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 COVENANT
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/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 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, vendors, suppliers, or business partners;
(e) Engage in the following additional restricted activities: [Restricted Activities].
2. 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.
3. 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 and sufficient to support the obligations set forth in this Agreement.
4. 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. In the event the Restricted Party breaches any provision of this Agreement, the restriction period shall be extended by the duration of such breach.
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 business interests of the Company. 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, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
6. NOTICES
All notices under this Agreement shall be in writing and delivered to the following addresses:
To the Company: [Company Name], [Company Address], [City], [State] [ZIP], Email: [Company Email], Phone: [Company Phone]
To the Restricted Party: [Individual Name], [Individual Address], [City], [State] [ZIP], Email: [Individual Email], Phone: [Individual Phone]
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing Law State], without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State of [Governing Law State].
8. 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.
9. 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?
A Non-Solicitation Agreement in the United States governs the relationship between the parties by fixing what each must do.
Non-solicitation agreements are analyzed under state common law principles governing restrictive covenants, with enforceability depending on whether the restriction protects a legitimate business interest and is reasonable in scope and duration. The Restatement (Second) of Contracts Section 188 provides the prevailing framework, requiring that the restraint be no greater than needed to protect the employer's legitimate interests. Most states enforce non-solicitation agreements more readily than non-compete agreements because the restriction is narrower, allowing the individual to continue working in their field.
Such agreements typically contain two distinct prohibitions: client or customer non-solicitation, preventing the individual from contacting or doing business with the employer's clients, and employee non-solicitation (sometimes called an anti-raiding clause), preventing the individual from recruiting former colleagues. Courts distinguish between active solicitation, where the restricted party initiates contact, and passive acceptance, where a former client independently seeks out the departed employee. Most jurisdictions hold that accepting unsolicited business from a former client does not violate a non-solicitation covenant.
Even in California, which prohibits non-compete agreements under Business and Professions Code Section 16600, non-solicitation of clients has faced mixed judicial treatment, with some courts enforcing narrowly drafted customer non-solicitation clauses while others have struck them down as de facto non-competes. Employee non-solicitation agreements remain generally enforceable in California. This jurisdictional variation makes the governing law provision particularly critical.
When Do You Need a Non-Solicitation Agreement?
A Non-Solicitation Agreement is essential in several employment and business scenarios. A company is hiring a sales representative, account manager, or client relationship executive who will develop close personal relationships with the company's customer base. When these employees depart, they can potentially take their entire book of business to a competitor, making non-solicitation protection critical for preserving customer revenue.
A professional services firm, such as a law firm, accounting practice, consulting agency, or financial advisory firm, is onboarding a partner or senior associate who will become the primary point of contact for significant client accounts. The firm's client relationships represent its core business asset, and protecting against client diversion upon partner departure is essential to firm stability.
A technology company is hiring a senior engineer or product manager who will work closely with the company's technical team. Employee non-solicitation provisions prevent departing managers from systematically recruiting their former team members, which could devastate ongoing projects and institutional knowledge. A recruitment or staffing agency is employing recruiters who build relationships with both client companies and candidate pools that are the agency's primary business assets.
A business is being sold and the purchase agreement includes non-solicitation provisions preventing the seller from contacting the business's clients or hiring its employees for a defined period, protecting the goodwill included in the purchase price. A company is terminating an executive and offering a severance package that includes non-solicitation obligations in exchange for enhanced separation benefits, ensuring the departing executive does not immediately damage the company's client and employee base.
What to Include in Your Non-Solicitation Agreement
An enforceable Non-Solicitation Agreement must include several carefully drafted provisions. The definition of restricted contacts should clearly identify which clients, customers, and employees the departing individual may not solicit. Courts favor restrictions limited to contacts with whom the individual actually had a material business relationship during a defined lookback period (typically the last twelve to twenty-four months of employment) rather than blanket restrictions covering all company clients, including those the employee never met.
The prohibited activities must precisely define what constitutes solicitation. Explicitly state that the restricted party may not directly or indirectly contact, solicit, divert, or attempt to divert business relationships, including through social media outreach, email campaigns, or use of third-party intermediaries. Address the active versus passive solicitation distinction by specifying whether the restricted party may accept business from former clients who initiate contact independently.
The restriction period should be reasonable, typically twelve to twenty-four months post-separation. Courts in most jurisdictions view periods exceeding two years with skepticism for non-solicitation covenants. Under Florida Statute Section 542.335, restrictions of six months or less carry a presumption of reasonableness, while those exceeding two years are presumptively unreasonable.
Consideration requirements vary by state. For new employees, the employment itself typically suffices. For existing employees, additional consideration such as a promotion, bonus, equity grant, or access to new confidential information may be required, as established in jurisdictions following the rule from Labriola v. Pollard Group. The remedies section should establish entitlement to injunctive relief, as monetary damages alone are often difficult to quantify when client relationships are diverted. Include a liquidated damages provision for each violation and specify that the restriction period tolls during any period of breach. The forms-legal.com Non-Solicitation Agreement template includes a severability clause allowing courts to reform overbroad provisions rather than voiding the entire agreement, which significantly improves enforceability across all US jurisdictions.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Non-Solicitation Agreement (United States) [Legal document template]. Forms Legal. https://forms-legal.com/usa/employment/hr-forms/non-solicitation-agreement
"Non-Solicitation Agreement (United States)." Forms Legal, 2026, https://forms-legal.com/usa/employment/hr-forms/non-solicitation-agreement.
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title = {Non-Solicitation Agreement (United States)},
year = {2026},
howpublished = {\url{https://forms-legal.com/usa/employment/hr-forms/non-solicitation-agreement}},
note = {Free legal document template. Based on Restatement (Second) of Contracts § 188}
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Frequently Asked Questions
Yes, a properly executed Non-Solicitation Agreement is legally binding in United States when it meets the formal requirements established by applicable local law.
A valid Non-Solicitation Agreement in United States requires: (1) legal capacity of the parties, (2) free and informed consent, (3) a lawful purpose, and (4) compliance with any formal requirements specified by local legislation.
While not always legally required, consulting a lawyer in United States is recommended to ensure compliance with all applicable laws and regulations.
In United States, electronic signatures are generally recognized for most contracts. However, certain types of documents may require wet signatures or notarization. Check local requirements.
Breach of a Non-Solicitation Agreement in United States may result in damages, specific performance, or injunctive relief. The aggrieved party can seek remedies through the competent courts.
Yes, electronic signatures are legally valid under the E-SIGN Act (15 U.S.C. 7001) and the Uniform Electronic Transactions Act (UETA) adopted by most states.
The non-breaching party may seek remedies including compensatory damages, specific performance, injunctive relief, or termination. Remedies vary by state law.
Notarization requirements depend on the document type and state law. While not always required, notarization adds authentication and may be necessary for government filing.
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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