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Free non-solicitation agreement template (Word)

Reviewed by Clausery editors · · 3 min read

A clause or standalone agreement preventing a departing employee or contractor from soliciting your employees, customers or vendors for a set period after they leave.

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A non-solicitation agreement protects a business from a departing worker poaching its employees, customers, or suppliers for a competing business. It can be a clause inside an employment/contractor agreement or a standalone document.

Non-solicits are more widely enforceable than non-competes, but they must still be reasonable in duration (typically 6-12 months), geographic scope and the classes of people/customers restricted. Over-broad non-solicits can be struck down.

What to include#

  • Parties. Company name; employee/contractor name and role; effective date.
  • Non-solicitation of employees. For X months after departure, the worker will not recruit, hire or induce employees/contractors of the company to leave.
  • Non-solicitation of customers. For X months after departure, the worker will not solicit or do business with customers/clients the worker had contact with (or who were actively solicited) for competing products/services.
  • Non-solicitation of vendors/suppliers. Optional restriction on inducing key vendors/suppliers to stop doing business with the company.
  • Exclusions and limits. Clarifies that general advertising/unsolicited inbound enquiries are not 'solicitation', and that the restriction applies only to the worker new competing activity. Remedies, governing law and severability.

How to fill it in#

  1. Step 1: Keep it narrow

    Restrict only customers the employee actually worked with or knew about, not every customer in the business.

  2. Step 2: Use a reasonable time period

    6-12 months is common and generally enforceable; longer periods are harder to uphold.

  3. Step 3: Pair with an NDA

    Non-solicitation typically sits alongside confidentiality/IP-assignment language; non-competes are separate and more restricted.

  4. Step 4: Give consideration

    In most states continued at-will employment is enough for existing employees; new hires sign on day one. For existing employees asked to sign later, give extra consideration (raise, bonus).

  5. Step 5: Tailor to jurisdiction

    California bans most non-solicits of customers (except where trade secrets are involved); some states follow similar limits — check local law.

Non-compete agreement

Broader restriction on working for competitors (use carefully).

Employee NDA

Confidentiality obligations that usually accompany non-solicit.

Employment agreement

Where non-solicitation clauses usually live.

Severance agreement

Often reaffirms non-solicit in exchange for severance.

Free HR letter templates

Full HR/employee template set.

Questions

Are non-solicitation agreements enforceable?

More often than non-competes, but they must be reasonable in scope, duration and geography and protect a legitimate business interest.

Can I ban an ex-employee from working for my clients entirely?

No — they can work for clients who approach them independently without solicitation; solicitation is active targeting.

Is it legal to ban them from hiring my staff?

Yes in most states for a reasonable period; blanket 'never hire our people' clauses are not enforceable.

What counts as solicitation?

Direct outreach (calls, emails, messages) targeting the customer; general ads or passive inbound inquiries are usually not.

Do I need a separate agreement?

Often the clause is included in the employment contract or offer letter; a standalone form is useful for contractors or board members.

Browse all templates →

These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.

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