Non-Solicitation Agreement Template 2025
Professional non-solicitation agreement template with comprehensive guide. Learn what a non-solicitation agreement is, how to fill it out, and download our template designed by legal experts for protecting customers and employees from unfair solicitation.
Download TemplateWhat is a Non-Solicitation Agreement?
A non-solicitation agreement is a legal contract that prevents employees, contractors, or business partners from soliciting a company's customers, clients, or employees for a specified period after their employment or business relationship ends. Unlike non-compete agreements that broadly restrict competition, non-solicitation agreements are more narrowly focused on protecting specific business relationships and preventing unfair use of insider knowledge to harm the former employer's business interests.
Non-solicitation agreements come in two primary forms: customer non-solicitation (preventing solicitation of clients and customers) and employee non-solicitation (preventing recruitment or hiring of company employees). These agreements are generally more enforceable than broad non-compete clauses because they target specific, protectable business relationships rather than restricting an individual's right to work in their field. They provide essential protection for businesses while allowing former employees reasonable career mobility.
📋 Key Components of a Non-Solicitation Agreement
- Solicitation definition - clear explanation of what constitutes prohibited solicitation
- Protected relationships - specific customers, clients, and employees covered
- Time duration - period during which solicitation is prohibited
- Geographic scope - territorial limitations if applicable
- Legitimate business interests - specific interests being protected
- Exceptions and carve-outs - permitted activities and communications
- Enforcement mechanisms - remedies and consequences for violations
Types of Non-Solicitation Agreements
| Solicitation Type | Protected Parties | Common Duration | Key Applications |
|---|---|---|---|
| Customer Non-Solicitation | Clients, customers, prospects | 1-2 years | Sales, account management, client services |
| Employee Non-Solicitation | Current employees, contractors | 6 months - 1 year | Management, recruiting, HR roles |
| Vendor Non-Solicitation | Suppliers, service providers | 6 months - 1 year | Procurement, vendor management |
| Combined Non-Solicitation | Customers and employees | Varies by category | Executive roles, key positions |
| Referral Source Protection | Referral partners, influencers | 1-2 years | Professional services, healthcare |
Customer Non-Solicitation Agreements
- Active Customers: Clients with ongoing business relationships
- Recent Customers: Clients served within specified time period
- Prospective Customers: Qualified leads and sales prospects
- Key Accounts: Major customers with strategic importance
- Channel Partners: Distribution and reseller relationships
- Geographic Customers: Customers within specific territories
Employee Non-Solicitation Agreements
- Direct Reports: Employees managed by the departing employee
- Team Members: Colleagues in same department or project team
- Key Personnel: Critical employees with specialized skills
- Recent Hires: Employees recruited within specific time period
- Contractor Network: Independent contractors and consultants
- Temporary Staff: Temporary and part-time employees
✅ Non-Solicitation vs. Other Restrictive Covenants
- Non-Solicitation: Prevents soliciting specific customers or employees
- Non-Compete: Broadly restricts working for competitors
- Non-Disclosure: Protects confidential information from disclosure
- Non-Dealing: Prohibits any business dealings with customers
- Non-Interference: Prevents disrupting business relationships
Legal Framework and Enforceability
Enforceability Standards
- Reasonableness Test: Scope, duration, and restrictions must be reasonable
- Legitimate Business Interest: Must protect actual business relationships and investments
- Adequate Consideration: Employee must receive something of value in exchange
- Public Policy: Cannot unreasonably restrain trade or individual rights
- Narrow Tailoring: Restrictions limited to necessary protection
- Geographic Nexus: Geographic limitations tied to actual business operations
Factors Supporting Enforceability
- Customer Relationships: Established relationships developed during employment
- Confidential Information: Access to customer data and business intelligence
- Specialized Training: Employer investment in employee development
- Goodwill Protection: Business reputation and customer loyalty
- Fair Competition: Preventing unfair use of insider advantage
- Business Continuity: Protecting ongoing business operations
Common Enforceability Challenges
- Overbroad Scope: Restrictions covering too many customers or employees
- Excessive Duration: Time periods that are unreasonably long
- Lack of Consideration: Insufficient value provided to employee
- Generic Restrictions: Non-specific or blanket prohibitions
- Public Contact Information: Attempting to protect publicly available contacts
- Natural Relationships: Restricting pre-existing personal relationships
State Law Variations
- California: Limited enforcement; customer lists must be truly confidential
- New York: Enforces reasonable non-solicitation with legitimate business purpose
- Texas: Strong enforcement for customer and employee non-solicitation
- Illinois: Recent restrictions on employee non-solicitation for lower-wage workers
- Florida: Business-friendly approach to non-solicitation enforcement
- Massachusetts: Enforces customer non-solicitation more readily than non-competes
Best Practices for Enforceability
- Specific Definitions: Clear, specific definitions of prohibited solicitation
- Reasonable Scope: Limitations tailored to actual business relationships
- Appropriate Duration: Time periods justified by business needs
- Legitimate Purpose: Clear connection to protectable business interests
- Consideration Documentation: Written documentation of consideration provided
- Regular Updates: Periodic review and updates based on law changes
⚠️ Enforceability Risk Factors
- Attempting to protect customers with no real relationship to employee
- Overly long duration periods not justified by business needs
- Blanket restrictions on all customers without specificity
- Failure to provide adequate consideration for restrictions
- Including publicly available contact information as "confidential"
- Not tailoring restrictions to employee's actual role and access
Essential Non-Solicitation Terms and Provisions
Definition of Prohibited Solicitation
- Direct Solicitation: Actively approaching customers or employees for business
- Indirect Solicitation: Using intermediaries or third parties to solicit
- Marketing Communications: Targeted advertising or promotional materials
- Networking Activities: Professional networking with intent to solicit
- Social Media Outreach: LinkedIn, email, or social media solicitation
- Referral Requests: Asking for introductions or referrals
Protected Customer Relationships
- Active Customers: Current clients with ongoing business relationships
- Recent Customers: Clients served within 12-24 months before departure
- Employee's Customers: Customers specifically served by the departing employee
- Team Customers: Customers served by employee's team or department
- Prospective Customers: Qualified leads and active sales prospects
- Key Accounts: Major customers designated as strategic accounts
Protected Employee Relationships
- Direct Reports: Employees directly managed by departing employee
- Team Members: Colleagues in same department or project group
- Recruited Employees: Staff recruited or hired by departing employee
- Trained Personnel: Employees trained or mentored by departing employee
- Key Personnel: Critical employees with specialized skills
- Recent Hires: Employees hired within specific time period
Time Duration and Survival
- Customer Non-Solicitation: Typically 12-24 months post-employment
- Employee Non-Solicitation: Usually 6-12 months post-employment
- Position-Based Duration: Longer periods for senior positions
- Relationship-Based Duration: Time tied to strength of relationships
- Industry Standards: Duration appropriate for industry norms
- Graduated Restrictions: Different time periods for different activities
Permitted Activities and Exceptions
- General Marketing: Non-targeted, general market advertising
- Public Information: Using publicly available contact information
- Pre-Existing Relationships: Personal relationships predating employment
- Competitive Response: Responding to unsolicited inquiries
- Industry Events: General networking at industry conferences
- Social Media: General professional networking without solicitation
Geographic and Functional Scope
- Territory Limitations: Geographic areas where employee worked
- Customer Locations: Areas where protected customers are located
- Business Operations: Regions where company actively operates
- Functional Scope: Business lines or services where employee worked
- Product Categories: Specific products or services covered
- Market Segments: Customer types or industry segments
⚠️ Critical Drafting Considerations
- Define "solicitation" clearly to avoid ambiguity in enforcement
- Limit protected customers to those with actual business relationship
- Use reasonable time periods based on relationship development time
- Include specific exceptions for permitted activities and communications
- Ensure geographic scope relates to actual business operations
- Provide adequate consideration and document legitimate business purpose
How to Fill Out a Non-Solicitation Agreement: Step-by-Step Guide
Establish: Clear identification of employer and employee, and define what constitutes solicitation.
- Complete employer information including legal entity name and address
- Employee identification with full name and position details
- Clear definition of "solicitation" and prohibited activities
- Employment context and access to business relationships
- Effective date and relationship to employment agreement
Define: Specific customers, clients, and business relationships protected from solicitation.
- Categories of protected customers (active, recent, prospects)
- Employee's specific customer relationships and territories
- Time-based limitations (customers served within X months)
- Geographic scope of customer protection
- Key accounts and strategic customer designations
Specify: Employees and personnel covered by non-solicitation restrictions.
- Direct reports and team members
- Employees recruited or trained by departing employee
- Key personnel and specialized staff
- Contractors and temporary workers if applicable
- Department or functional area coverage
Establish: Reasonable time periods for non-solicitation restrictions.
- Customer non-solicitation duration (typically 12-24 months)
- Employee non-solicitation duration (typically 6-12 months)
- Different periods for different types of solicitation
- Consideration of industry standards and norms
- Justification based on relationship development time
Address: Activities that are permitted and exceptions to solicitation restrictions.
- General marketing and advertising activities
- Use of publicly available information
- Pre-existing personal relationships
- Responding to unsolicited inquiries
- Professional networking at industry events
Include: Enforcement mechanisms, remedies, and legal compliance provisions.
- Injunctive relief and equitable remedies
- Monetary damages and attorney's fees
- Severability clauses to preserve enforceability
- Governing law and jurisdiction selection
- Dispute resolution procedures
⚠️ Legal Compliance and Best Practices
Non-solicitation agreements must be reasonable in scope and duration to be enforceable. They should be tailored to the employee's actual role, access to relationships, and the legitimate business interests being protected. Consider state law requirements and recent legislative changes affecting restrictive covenants. Always consult with employment law attorneys to ensure compliance and enforceability.
Customer vs. Employee Non-Solicitation
Customer Non-Solicitation Agreements
- Primary Purpose: Protect established customer relationships and business goodwill
- Protected Interests: Customer loyalty, business relationships, revenue streams
- Typical Duration: 12-24 months (longer due to relationship development time)
- Scope Considerations: Customers served, territories covered, relationship strength
- Enforcement Focus: Preventing unfair competition and customer poaching
- Industry Applications: Sales, account management, professional services
Customer Non-Solicitation Key Elements
- Customer Definition: Active customers, recent customers, qualified prospects
- Relationship Requirements: Actual business relationship or interaction
- Geographic Scope: Areas where employee worked or customers located
- Service Categories: Products or services provided to customers
- Contact Restrictions: Prohibition on direct and indirect solicitation
- Competitive Activities: Restrictions on competing for same business
Employee Non-Solicitation Agreements
- Primary Purpose: Prevent employee poaching and workforce disruption
- Protected Interests: Training investments, team cohesion, workforce stability
- Typical Duration: 6-12 months (shorter due to employment mobility)
- Scope Considerations: Direct reports, team members, recruited employees
- Enforcement Focus: Preventing unfair recruitment and team destruction
- Industry Applications: Management, recruiting, specialized technical roles
Employee Non-Solicitation Key Elements
- Employee Definition: Current employees, contractors, recent hires
- Relationship Requirements: Management, training, or recruitment relationships
- Functional Scope: Departments, teams, or skill areas
- Recruitment Restrictions: Prohibition on hiring or recruiting
- Inducement Prevention: Restrictions on encouraging resignation
- Third-Party Recruiting: Limitations on using recruiters or agents
Combined Customer and Employee Agreements
- Comprehensive Protection: Simultaneous protection of customers and employees
- Executive Positions: Common for senior management and key personnel
- Different Durations: Separate time periods for customer vs. employee restrictions
- Tailored Scope: Specific limitations based on role and access
- Enhanced Consideration: Additional compensation for broader restrictions
- Risk Management: Comprehensive protection against business disruption
💡 Choosing the Right Approach
- Sales Roles: Focus on customer non-solicitation with strong relationship protection
- Management Positions: Emphasize employee non-solicitation to prevent team disruption
- Executive Roles: Use combined approach with comprehensive protection
- Technical Positions: Consider employee non-solicitation for specialized teams
- Business Development: Balance customer and employee protection based on role
- Industry Standards: Align with common practices in your sector
Industry-Specific Applications
Technology and Software
- Customer Protection: SaaS clients, enterprise customers, platform users
- Employee Protection: Engineering teams, product managers, technical specialists
- Key Considerations: Rapid talent mobility, open source contributions, skill transferability
- Typical Duration: 6-12 months for employees, 12-18 months for customers
- Special Provisions: Protection of user data, API relationships, technical partnerships
- Enforcement Challenges: High employee mobility, competitive recruiting practices
Professional Services
- Customer Protection: Client relationships, project opportunities, referral sources
- Employee Protection: Practice teams, specialized consultants, business development staff
- Key Considerations: Personal relationships, professional networks, industry reputation
- Typical Duration: 12-24 months for customers, 6-12 months for employees
- Special Provisions: Protection of proposals, methodologies, client intelligence
- Enforcement Focus: Prevention of team departures and client following
Financial Services
- Customer Protection: Investment clients, banking relationships, insurance policyholders
- Employee Protection: Investment teams, relationship managers, support staff
- Key Considerations: Regulatory requirements, fiduciary duties, client confidentiality
- Typical Duration: 12-24 months for customers, 6-18 months for employees
- Special Provisions: Compliance with FINRA rules, broker-dealer regulations
- Enforcement Complexities: Regulatory oversight, client choice considerations
Healthcare Services
- Customer Protection: Patient relationships, referral physicians, healthcare networks
- Employee Protection: Medical staff, nursing teams, administrative personnel
- Key Considerations: Patient care continuity, professional ethics, licensing requirements
- Typical Duration: 12-24 months for patients, 6-12 months for employees
- Special Provisions: Patient choice rights, medical ethics compliance
- Enforcement Considerations: Professional standards, patient welfare priority
Manufacturing and Distribution
- Customer Protection: B2B customers, distribution partners, supply chain relationships
- Employee Protection: Sales teams, engineering staff, production managers
- Key Considerations: Long-term contracts, supply chain disruption, technical knowledge
- Typical Duration: 18-24 months for customers, 6-12 months for employees
- Special Provisions: Protection of pricing, technical specifications, supply arrangements
- Enforcement Focus: Prevention of supply chain disruption and customer loss
Real Estate and Construction
- Customer Protection: Property owners, investors, development partners
- Employee Protection: Sales agents, project managers, specialized contractors
- Key Considerations: Geographic markets, property relationships, project continuity
- Typical Duration: 12-18 months for customers, 6-12 months for employees
- Special Provisions: Territory protection, project-specific restrictions
- Enforcement Challenges: Geographic mobility, project-based relationships
✅ Industry Best Practices
- Research industry-standard restriction periods and scope limitations
- Consider regulatory requirements and professional standards
- Account for typical employee mobility patterns in your sector
- Balance business protection with talent retention needs
- Include industry-specific relationship types and business models
- Monitor competitor practices and legal developments
Common Non-Solicitation Mistakes and How to Avoid Them
Scope and Definition Errors
- Mistake: Overly broad definition of "solicitation" covering normal business activities
- Solution: Define solicitation specifically and include exceptions for permitted activities
- Mistake: Protecting all customers regardless of employee's actual relationship
- Solution: Limit protection to customers actually served or contacted by employee
- Mistake: Including publicly available contact information as "confidential"
- Solution: Focus on relationships and confidential customer information, not public data
Duration and Timing Issues
- Mistake: Using unreasonably long restriction periods
- Solution: Use industry-appropriate durations justified by relationship development time
- Mistake: Same duration for all types of solicitation restrictions
- Solution: Use different time periods for customer vs. employee solicitation as appropriate
- Mistake: No consideration of employee's actual tenure or relationships
- Solution: Tailor restrictions based on employee's role, tenure, and relationship access
Geographic and Functional Scope Problems
- Mistake: Geographic restrictions unrelated to actual business operations
- Solution: Limit geographic scope to areas where employee worked or company operates
- Mistake: Functional restrictions broader than employee's actual responsibilities
- Solution: Align restrictions with employee's job duties and access to relationships
- Mistake: Blanket restrictions on all company customers or employees
- Solution: Specify categories of protected relationships based on employee interaction
Legal and Enforceability Issues
- Mistake: Insufficient consideration for standalone non-solicitation agreements
- Solution: Provide clear consideration such as employment, promotion, or compensation
- Mistake: Failure to document legitimate business interests
- Solution: Clearly articulate specific business interests requiring protection
- Mistake: No severability provisions for overly broad terms
- Solution: Include clauses allowing courts to modify unreasonable restrictions
⚠️ Critical Mistakes to Avoid
- Treating all employees the same regardless of their role or access to relationships
- Protecting customers with whom employee had no meaningful business relationship
- Using non-compete agreement language in non-solicitation agreements
- Failing to provide exceptions for general marketing and networking activities
- Not considering state law requirements and recent legislative changes
- Inadequate training on what constitutes prohibited solicitation
Frequently Asked Questions About Non-Solicitation Agreements
Non-solicitation agreements are more narrowly focused and generally more enforceable than non-compete agreements. While non-competes broadly restrict working for competitors, non-solicitation agreements only prohibit soliciting specific customers or employees. This allows former employees to work for competitors while protecting the former employer's specific business relationships and workforce investments.
Non-solicitation agreements typically last 6 months to 2 years, depending on the type of solicitation and industry. Customer non-solicitation periods are often longer (12-24 months) than employee non-solicitation periods (6-12 months) because customer relationships take longer to develop and replace. The duration must be reasonable and justified by the time needed to protect legitimate business interests.
Generally, no. Well-drafted non-solicitation agreements include exceptions for pre-existing relationships that were established before your employment. However, you may still be restricted from using confidential information obtained during employment to solicit these customers. The key is whether the customer relationship was developed using company resources and information.
Solicitation typically includes directly contacting customers or employees to offer services, request business, or encourage them to leave their current position. This can include phone calls, emails, in-person meetings, social media outreach, and using intermediaries. However, general marketing, responding to unsolicited inquiries, and networking at industry events are usually permitted.
Yes, non-solicitation agreements typically remain enforceable regardless of how employment ends, unless the agreement specifically states otherwise. However, some states provide exceptions for involuntary termination, and courts may be less likely to enforce restrictions against employees who were terminated without cause. The specific language of the agreement and applicable state law determine enforceability.
Generally, yes, for general professional networking without solicitation intent. Most non-solicitation agreements distinguish between general networking and active solicitation. Sending LinkedIn connection requests for networking purposes is usually permitted, but using LinkedIn to actively solicit business or recruit employees would likely violate the agreement. The key is the intent and content of your communications.
Violations can result in court injunctions stopping the solicitation activity, monetary damages for losses to the former employer, and attorney's fees. The former employer may seek emergency court orders to immediately stop the solicitation. Remedies depend on the specific agreement terms, the extent of the violation, and applicable state law. Some agreements also include liquidated damages provisions.
Enforcement Strategies and Best Practices
Proactive Enforcement Strategies
- Early Detection: Monitor customer communications and employee departures
- Documentation: Maintain detailed records of customer relationships and employee access
- Swift Response: Address potential violations immediately upon discovery
- Customer Communication: Inform customers about departing employees and transition plans
- Legal Preparedness: Have legal counsel ready for emergency injunction proceedings
- Evidence Preservation: Collect and preserve evidence of solicitation activities
Investigation and Evidence Gathering
- Customer Interviews: Contact customers to document solicitation attempts
- Digital Evidence: Email, social media, and communication records
- Employee Witnesses: Statements from current employees about solicitation
- Timeline Development: Document sequence of departures and customer losses
- Financial Impact: Calculate damages from lost customers and employees
- Competitor Analysis: Monitor former employee's new employer activities
Legal Remedies and Actions
- Temporary Restraining Orders: Emergency court orders to stop ongoing solicitation
- Preliminary Injunctions: Court orders during litigation to preserve status quo
- Permanent Injunctions: Final court orders prohibiting future solicitation
- Monetary Damages: Compensation for lost customers and profits
- Attorney's Fees: Recovery of legal costs for successful enforcement
- Expedited Proceedings: Fast-track litigation for time-sensitive situations
Settlement and Alternative Resolution
- Cease and Desist: Formal notice demanding stop to solicitation activities
- Negotiated Settlements: Agreements to resolve violations without litigation
- Customer Return: Arrangements for returning solicited customers
- Modified Restrictions: Adjusted terms to resolve disputes
- Mediation Services: Third-party assistance in resolving conflicts
- Business Solutions: Non-legal remedies to address competitive concerns
Prevention and Risk Management
- Clear Communication: Educate employees about solicitation restrictions
- Exit Procedures: Structured off-boarding with reminder of obligations
- Customer Relationships: Strengthen customer relationships to prevent switching
- Employee Retention: Address underlying causes of employee departures
- Competitive Intelligence: Monitor industry for potential solicitation activities
- Regular Training: Ongoing education about restrictive covenant obligations
Compliance Monitoring
- Customer Surveys: Regular check-ins about solicitation attempts
- Industry Monitoring: Track former employees' new positions and activities
- Social Media Surveillance: Monitor LinkedIn and other platforms for solicitation
- Employee Reporting: Encourage current employees to report solicitation attempts
- Vendor Relationships: Use vendors to monitor competitive activities
- Customer Alerts: Systems to flag unusual customer behavior or inquiries
💡 Enforcement Success Factors
- Act quickly upon discovering potential violations
- Maintain detailed documentation of relationships and solicitation
- Focus on clear, egregious violations rather than borderline cases
- Consider business impact and likelihood of success before pursuing
- Use enforcement selectively to maintain credibility
- Balance legal action with business relationship preservation
Download Your Non-Solicitation Agreement Template and Next Steps
Our comprehensive non-solicitation agreement template has been designed by employment law experts to provide effective protection for your customer and employee relationships while maintaining enforceability across different jurisdictions. The template includes customizable provisions for both customer and employee non-solicitation, state law considerations, and practical guidance for implementation and enforcement.
✅ What's Included in Your Download
- Complete Non-Solicitation Template: Professional agreement with separate customer and employee provisions
- Customization Guidelines: Industry-specific modifications and best practices
- State Law Considerations: Jurisdiction-specific requirements and enforceability factors
- Implementation Checklist: Step-by-step guide for proper execution and management
- Enforcement Resources: Templates for cease and desist letters and violation procedures
- Alternative Provisions: Optional clauses for different business scenarios and employee levels
Implementation Steps After Download
- Legal Review: Have employment law counsel review and customize for your jurisdiction and business
- Business Analysis: Identify key relationships requiring protection and appropriate employee categories
- Customization: Tailor solicitation definitions, scope, and duration to your business needs
- Policy Development: Create procedures for presenting agreements and monitoring compliance
- Training Program: Educate managers and employees on non-solicitation obligations
- Monitoring System: Establish procedures for detecting and responding to violations
When Professional Legal Assistance is Essential
- Multi-state operations with varying non-solicitation laws
- Senior executives with extensive customer and employee relationships
- Industries with specific regulatory requirements or professional standards
- Previous enforcement challenges or legal disputes
- Complex business models with multiple customer or employee categories
- International operations with cross-border enforceability concerns
Best Practices for Non-Solicitation Programs
- Targeted Application: Use non-solicitation agreements for positions with genuine relationship access
- Regular Updates: Review and update agreements based on business and legal changes
- Clear Communication: Provide training on what constitutes prohibited solicitation
- Consistent Enforcement: Apply restrictions uniformly and enforce violations promptly
- Documentation: Maintain detailed records of relationships and business justifications
- Employee Relations: Balance protection needs with positive employment relationships
⚠️ Implementation Considerations
Non-solicitation agreements must be carefully tailored to your specific business needs and state law requirements. While generally more enforceable than non-compete agreements, they still must be reasonable in scope and duration. Consider whether your business truly needs protection of the specific relationships covered, and ensure you provide adequate consideration for the restrictions. Regular legal review is essential given evolving employment law.
Related Legal Templates and Resources
Restrictive Covenant Templates
- Non-Compete Agreement Template
- Employee Non-Disclosure Agreement Template
- Comprehensive Restrictive Covenant Template
- Non-Dealing Agreement Template
Employment Agreement Templates
- Employment Agreement Template
- Sales Employment Agreement Template
- Executive Employment Agreement Template
- Consultant Agreement Template
Business Protection Resources
- Customer Relationship Protection Strategies
- Employee Retention and Non-Solicitation
- Restrictive Covenant Enforcement Guide
- Employment Law Updates and Trends
⚠️ Legal Disclaimer
This template and information are provided for educational purposes only and do not constitute legal advice. Employment and restrictive covenant laws vary significantly by jurisdiction and are subject to ongoing changes. Non-solicitation agreements must be carefully drafted to be enforceable and should be reviewed by qualified employment law attorneys. The authors and MyPitchDecks.com disclaim any liability for the use of this template or information.