Skip to content
Clausery

Confidentiality and restrictions

Non-solicitation clause: meaning and sample wording

A non-solicitation clause stops a party from actively approaching the other party's employees, contractors or customers for a period, usually during the contract and for a time after it ends.

When to use it

Common in consulting, outsourcing and agency agreements, where one side's staff work closely with the other's, and in employment contracts to protect customer relationships.

Sample non-solicitation clause

During the term of this Agreement and for twelve (12) months after it ends, neither party shall, without the other party's prior written consent, directly or indirectly solicit or entice away, or attempt to solicit or entice away, any employee or contractor of the other party with whom it had material contact in connection with this Agreement.

This clause does not prevent either party from placing general advertisements that are not targeted at the other party's personnel, or from hiring any person who responds to such an advertisement without other solicitation.

What to check

  • Staff, customers or bothStaff non-solicitation protects your team; customer non-solicitation protects revenue. They raise different enforceability issues, so draft them separately.
  • Limit it to people who matter"Material contact" keeps the restriction proportionate, which makes it more likely to be enforced.
  • Solicit or hireA no-hire clause goes further than non-solicitation and is harder to justify. Competition authorities in several countries, including the United States, have treated no-poach agreements between competing employers as unlawful.
  • DurationSix to twelve months after the contract ends is typical.

Make the variable parts fill themselves in

In a Word template, replace the details that change with {tags} and wrap optional wording in a section. Clausery turns them into questions, so each document only includes the parts that apply:

During the term of this Agreement and for {non_solicit_months} months after it ends, {#is_mutual}neither party{/is_mutual}{^is_mutual}{restricted_party}{/is_mutual} shall solicit any employee or contractor of the other party with whom it had material contact under this Agreement.

Paste this into your own template, then check it with the free template tag checker or read the template syntax.

Questions

Is a non-solicitation clause enforceable?

It is enforced more often than a non-compete, provided it protects a legitimate interest and is reasonable in length and scope. Some places are stricter: California, for example, treats many customer non-solicitation clauses in employment contracts as void.

What is the difference between non-solicitation and non-compete?

A non-compete stops someone working for a competitor at all. A non-solicitation clause only stops them approaching specific people, so it restricts far less and is easier to justify.

Can I use this sample wording as it is?

It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.

Free templates that use it

Related clauses

Stop editing contracts by hand

Clausery turns your Word templates into short questionnaires and builds the finished document in your browser. Nothing is uploaded, and every library template is free.

Open Clausery Free templates

This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.