Non-Solicitation Clauses Explained: What They Mean for You
What Is a Non-Solicitation Clause?
A non-solicitation clause restricts you from actively reaching out to certain people — typically customers or employees of your former employer — after you leave. Unlike a non-compete, it does not prevent you from working for a competitor; it limits who you can contact.
Two Types of Non-Solicitation
- Customer non-solicitation: Prohibits you from reaching out to your former employer's clients or customers to take their business. This is the more common type.
- Employee non-solicitation: Prohibits you from recruiting or enticing your former employer's employees to leave and join you at a new company.
How It Differs from a Non-Compete
The distinction is important:
- Non-compete: You cannot work for competing businesses at all
- Non-solicitation: You can work anywhere, but you cannot actively pursue certain relationships
Because non-solicitation is less restrictive, courts are generally more willing to enforce it.
Key Elements
- Who is covered: Is it limited to customers you personally worked with, or all of the company's clients?
- Duration: Typically 1-2 years. Longer periods face greater scrutiny.
- Definition of solicitation: Does it cover only active outreach, or does it also restrict you from accepting business from former clients who contact you first?
- Geographic limitations: Some non-solicitation clauses include geographic restrictions, though this is less common than with non-competes.
Red Flags
- The clause covers clients you never worked with or even knew about
- "Solicitation" is defined so broadly it includes responding to inbound inquiries
- The restriction lasts more than 2 years
- No clear consideration was provided in exchange for the restriction
- The clause effectively functions as a non-compete by covering so many contacts that you cannot work in your field
When to Consult a Lawyer
Consider consulting an attorney if your non-solicitation clause has a broad definition of solicitation, covers contacts you did not develop, or if your former employer is threatening enforcement. Enforceability varies significantly by state.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.