Free non-solicitation agreement template (Word)
Stops a departing employee or contractor from poaching your customers or staff for a set number of months, without stopping them working for anyone else. Customer and staff clauses can be switched on or off.
No sign-up. Your answers stay in your browser. Who it is for: Small businesses whose staff or contractors build close relationships with customers, and owners who want protection without a non-compete.
Updated · Word (.docx) · Free to use and adapt
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What is in the non-solicitation agreement
- Company, restricted party, and whether they are an employee or a contractor
- What the restricted party receives in return
- How many months the restrictions last after the relationship ends
- Optional customer non-solicitation, limited to customers they dealt with in a look-back period
- Optional employee and contractor non-solicitation, with general job advertisements allowed
- Not a non-compete; unsolicited customers and reports to regulators are allowed
- Optional notice to a new employer, a reasonableness clause and remedies
- Governing law, applying only as far as local law allows, and signatures
Read the full template
This is the complete wording. [Labels] are filled in from your answers, and highlighted text only appears when it applies; hover over it to see when.
NON-SOLICITATION AGREEMENT
This Non-Solicitation Agreement (the "Agreement") is made on [Effective date] between [Company name], [Company address] (the "Company"), and [Restricted party name] (the "Restricted Party"), who is employed by the Company as [Job title]provides services to the Company.
1. Why this Agreement exists
Through their work, the Restricted Party will get to know the Company's customers and staff. This Agreement protects those relationships. In return for the Restricted Party's promises, the Restricted Party receives [Consideration description].
2. How long the restrictions last
The restrictions below apply while the Restricted Party works with the Company and for [Restricted months] months after that ends (the "Restricted Period").
3. Restrictions
Customers. During the Restricted Period, the Restricted Party will not, directly or through anyone else, ask or encourage any Customer to buy products or services that compete with the Company's, or to reduce its business with the Company. "Customer" means a customer or active prospect of the Company that the Restricted Party dealt with, or received confidential information about, in the [Lookback months] months before their work with the Company ended.
Employees and contractors. During the Restricted Period, the Restricted Party will not, directly or through anyone else, ask or encourage any employee or contractor of the Company whom they worked with to leave the Company. General job advertisements that are not aimed at the Company's staff are allowed.
4. What this Agreement does not restrict
This is not a non-compete. The Restricted Party may work for any business, including a competitor. Doing business with a Customer that approaches the Restricted Party on its own, without having been solicited, is not a breach. Nothing in this Agreement prevents the Restricted Party from reporting a possible violation of law to a government agency or giving truthful evidence.
During the Restricted Period, the Restricted Party will give a copy of this Agreement to any new employer or client that competes with the Company, before starting work for them.
5. Reasonableness
The parties agree that these restrictions are no wider than needed to protect the Company's customer and staff relationships. If a court decides that any restriction is too wide, it may be reduced to the extent the court will enforce, and the rest of this Agreement still applies.
6. Remedies
A breach of this Agreement could harm the Company in ways that money alone cannot put right, so the Company may ask a court for an order to stop a breach, as well as any other remedy the law allows.
7. Governing law
Some states and countries limit or ban non-solicitation agreements, especially for employees. This Agreement is governed by the laws of [Governing law] and applies only to the extent those laws allow.
Signatures
[Company name]
By: ____________________________
Name and title: [Company signatory] Date: ______________
Restricted Party: ____________________________ [Restricted party name] Date: ______________
The questions you answer
Clausery turns the template into a short questionnaire. Optional parts only appear when they apply.
| Question | Type | Asked when |
|---|---|---|
| Effective date | Date | Always |
| Company name | Short text | Always |
| Company address | Long text | Always |
| Restricted party name | Short text | Always |
| Is employee | Yes / no | Always |
| Job title | Short text | If “Is employee” is yes |
| Consideration description | Long text | Always |
| Restricted months | Number | Always |
| Include customer clause | Yes / no | Always |
| Lookback months | Number | If “Include customer clause” is yes |
| Include employee clause | Yes / no | Always |
| Notify new employer | Yes / no | Always |
| Governing law | Short text | Always |
| Company signatory | Short text | Always |
How to use it
Open it
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Answer the questions
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Prefer to start from your own wording? Download the Word file, edit it, keep the {tags}, and upload it to Clausery. See the template syntax.
Questions
Are non-solicitation agreements enforceable?
In many places, yes, if they are limited to customers and staff the person actually dealt with and last a reasonable time, often 6 to 24 months. California treats most employee non-solicitation clauses as void, and other states set their own limits, so check local law before you use one with an employee.
What is the difference between a non-solicitation agreement and a non-compete?
A non-compete stops someone working for a competitor at all. A non-solicitation agreement only stops them actively chasing your customers or staff. It is narrower, so courts and lawmakers treat it more kindly.
Do I also need an NDA?
Often, yes. A non-solicitation agreement protects relationships; an NDA protects information such as customer lists and pricing. The employee NDA template covers the information side.
Is it really free?
Yes. The download is free, and filling it in with the Clausery app is free too, with unlimited documents. Library templates never count towards a plan limit, and no account or card is needed.
Is my information uploaded anywhere?
No. Clausery runs entirely in your browser. Your answers and the finished document are created and stored on your own device.
Is this legal advice?
No. These are general samples. Laws differ between countries and states, so have the wording reviewed for your situation before you rely on it.
Clauses in this template, explained
Guide: Non-compete vs non-solicitation agreement: the difference
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This template is a general sample and not legal advice. Laws vary by jurisdiction; have it reviewed before use.