Non-Solicitation Clauses in Georgia After the 2011 Amendment
Georgia's Constitutional Shift on Restrictive Covenants
Georgia historically took a strict approach to restrictive covenants, often voiding entire agreements if any provision was unreasonable. That changed dramatically in 2011 with a constitutional amendment and the Restrictive Covenants Act (O.C.G.A. Section 13-8-50 through 13-8-59), which made non-solicitation clauses significantly easier for employers to enforce.
Key Provisions of the Restrictive Covenants Act
Under the current law:
- Employee non-solicitation: Employers may restrict former employees from soliciting other employees to leave, provided the restriction is reasonable
- Customer non-solicitation: Clauses may prevent former employees from soliciting customers with whom they had a material business relationship during the last two years of employment
- Reformation authority: Courts are now empowered to modify overly broad restrictive covenants to make them reasonable and enforceable, a significant change from prior law
Factors Courts Consider
- Material relationship: Did you have direct, substantive contact with the customer?
- Duration: Restrictions must be reasonable; two years or less is typical
- Scope of restricted activity: The clause should define what constitutes "solicitation" clearly
- Consideration: The Act specifies that continued employment is sufficient consideration
Red Flags
- Restrictions covering customers you never interacted with
- A clause signed before November 2011 (different, stricter legal standards apply)
- No definition of what "material business relationship" means
- Duration exceeding two years
- Language that extends to indirect solicitation without clear boundaries
When to Consult a Lawyer
Consider consulting a Georgia employment attorney if you signed a restrictive covenant before the 2011 amendment (the old rules may apply), if you are unsure whether your relationship with certain clients qualifies as "material," or if a former employer is threatening legal action for alleged customer solicitation.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.