Non-Solicitation Clause
Prevents a departing employee or partner from poaching clients or staff for a set period.
While straightforward in theory, many businesses fail to actively track obligations tied to this concept - often resulting in missed deadlines, unintended renewals, penalties, or loss of contractual rights.
US Law · For business owners and foundersWhat is a Non-Solicitation Clause?
A non-solicitation clause prohibits a departing employee, contractor, or business partner from actively recruiting the company's clients or employees for a defined period after the relationship ends. Unlike a non-compete, it does not prevent the person from working in the same industry - it only bars them from proactively targeting the specific clients or staff they had access to.
Non-solicitation clauses are generally more enforceable than non-competes because they impose a narrower restriction. Preventing someone from using proprietary client relationships or internal knowledge to directly poach customers or colleagues is easier for courts to justify than preventing all competitive work.
In practice, many teams rely on a contract expiry tracking system to stay on top of dates and obligations tied to clauses like this.
Key Elements
Client Non-Solicitation
Prohibits the departing party from soliciting or accepting business from clients they served or had contact with during their role. "Solicitation" typically means actively reaching out - not simply responding if a former client initiates contact. Drafting should clarify whether passive acceptance of inbound inquiries is also prohibited.Employee Non-Solicitation (Anti-Poaching)
Prohibits a departing employee from recruiting or hiring current employees of the company. This is especially important for senior employees who have relationships with the entire team. Some states (California, Minnesota) limit these clauses for employees but enforce them more readily in business sale contexts.Duration and Scope
Courts require the restriction to be reasonable in time and scope - covering only the clients and staff the person actually had contact with during a reasonable lookback period. A clause covering all clients the company has ever served, including ones the employee never interacted with, is likely overreaching.Difference from Non-Compete
A non-compete bars working in the same industry or for competitors. A non-solicitation only bars actively recruiting specific people or clients. An employee can join a direct competitor under a non-solicitation clause - they just cannot take customers or colleagues with them.Real-World Example
Sarah is a senior account manager at Apex Consulting who manages 12 enterprise clients. Her employment agreement includes a 12-month non-solicitation of clients and employees. Sarah resigns and joins a competing firm. Within two months, four of her Apex clients have moved their business to her new firm, and she has hired two Apex colleagues.
Sarah has almost certainly violated both provisions. Moving four clients to her new firm using relationships she built and client data she had access to at Apex is textbook client solicitation. Hiring two Apex colleagues is employee solicitation. Apex can seek an injunction to stop further solicitation and sue for damages - the lost revenue from the departed clients, plus recruiting costs for replacing the two employees. Whether Sarah actively reached out or claims the clients and colleagues "just followed her" will be a key factual dispute.
This is why many businesses adopt automated deadline tracking to ensure no critical dates are missed before they pass.
Sample Clause Language
Non-Solicitation of Clients and EmployeesWatch Out For
Overly broad clauses that cover every client the company has ever had
A non-solicitation clause should be limited to clients the employee actually worked with or had meaningful contact with. Courts will not enforce a clause that bars an employee from soliciting clients they never knew about or interacted with.California and Minnesota employee non-solicitation limits
California courts have restricted employee-to-employee non-solicitation clauses following Edwards v. Arthur Andersen (2008). Minnesota banned most non-solicitation agreements for employees as of 2023. If your employee is based in these states, your clause may be void regardless of what the contract says.Failing to define "solicit" clearly
If the clause does not define solicitation, disputes arise about whether responding to a former client's inbound call counts. Specify whether the restriction covers active outreach only, or also passive acceptance of inbound inquiries. Courts typically apply a narrower reading absent explicit language.Don't let non-solicitation clause deadlines catch you off guard
Key dates tied to non-solicitation clauses - renewal windows, expiry cutoffs, notice periods - can easily slip through the cracks when tracked manually. Missing them triggers automatic extensions, penalties, or lost rights. ExpiryEdge tracks every critical deadline and sends automated reminders before they're due - so nothing slips.
Instead of relying on spreadsheets or manual follow-ups, a centralized renewal reminder system ensures every deadline is visible, tracked, and actioned automatically.
How to Use This in Your Favor
Combine with a confidentiality agreement to protect client data
A non-solicitation clause protects relationships. A confidentiality agreement protects the data - client contact lists, pricing information, account details - that enables solicitation. Use both together. Without the confidentiality piece, a departing employee can use their memory of client contacts to solicit without technically using confidential documents.Track which employees manage which clients
To enforce a non-solicitation clause, you need to show which clients the employee had contact with. Keep CRM records, account assignments, and meeting logs. This evidence is essential if you need to seek an injunction.Frequently Asked Questions
Can a former client reach out to a departed employee without triggering the non-solicitation?
Usually yes. Most non-solicitation clauses prohibit the former employee from soliciting - meaning proactive outreach. If a former client initiates contact and the employee responds, that is typically not a violation unless the clause explicitly bars passive acceptance as well.
Is a non-solicitation clause enforceable without additional consideration?
For new hires, offering employment is sufficient consideration. For existing employees who are asked to sign after they are already employed, many states require additional consideration - a bonus, raise, or new benefit. Check your state's law before requiring existing employees to sign new non-solicitation agreements.
What remedies are available if a non-solicitation clause is violated?
The primary remedy is an injunction - a court order stopping the violating conduct immediately. Courts often grant temporary restraining orders in non-solicitation cases within days of the violation. The employer can also seek damages for revenue lost due to the solicitation.