The Non-Solicitation Clause Explained (2026)

A non-solicitation clause stops someone from actively approaching a defined group, usually a company's employees, customers or suppliers, to lure them away for a set period after the relationship ends. It is a restrictive covenant, most common in employment contracts, but also used in share sales, joint ventures and supplier deals. This page explains what a non-solicitation clause does, how it differs from a non-compete, sample wording, how courts test enforceability, and the points that are negotiated. It is general information, not legal advice. ## What a non-solicitation clause does The clause protects relationships and connections that a business has built, which a departing insider could otherwise exploit. It usually restricts three kinds of solicitation: - Employee or team non-solicit: not approaching or hiring former colleagues to leave.

• Customer or client non-solicit: not approaching customers the person dealt with, to take their business.
• Supplier non-solicit: not interfering with key supplier relationships. The important word is solicit, which means to actively approach or entice. A pure non-solicit does not usually stop a former customer or employee who approaches the restricted person first of their own accord. A stronger version is a non-dealing clause, which bans doing business with those contacts at all, however the contact arose. ## Non-solicitation versus non-compete These are different covenants and courts treat them very differently. - A non-compete stops the person working in a competing business at all, usually within an area and for a time. It is the broadest and hardest to enforce.
• A non-solicitation is narrower. It allows the person to compete, but not by poaching the specific relationships they had access to.
• A non-dealing sits between them, banning transactions with named contacts.
• A confidentiality clause protects information rather than relationships, and often runs alongside a non-solicit. Because a non-solicit is narrower and more targeted, it is generally easier to defend than a non-compete. ## A sample non-solicitation clause The wording below is illustrative. Adapt it to your jurisdiction and have it reviewed, because enforceability turns on local law and on the facts. > Non-Solicitation. For a period of [12] months after the Termination Date, the Employee shall not, directly or indirectly, on their own behalf or for any other person: (a) solicit or entice away, or try to, any person who was an employee of the Company in a senior or key role and with whom the Employee worked in the [12] months before the Termination Date; or (b) solicit the custom of, or try to, any customer of the Company with whom the Employee had material dealings in the [12] months before the Termination Date, in each case in relation to goods or services competitive with those of the Company. Nothing in this Clause prevents the placing of a general recruitment advertisement not targeted at such employees. Note the time limit, the link to people the person actually dealt with, the look back window, the competitive goods limit, and the carve out for general job adverts. ## Why it matters - For the business, it protects the investment in client relationships and in training and retaining staff, which a leaver could otherwise strip out on the way to a competitor.
• For the individual, an over broad clause can make it hard to earn a living, which is exactly why courts scrutinise these clauses.
• For a buyer in an acquisition, non-solicits on sellers and key staff protect the goodwill that was paid for. ## How courts test enforceability Most legal systems start from a presumption that restraints on trade are void, and then allow a restraint only so far as it is reasonable to protect a legitimate interest. The common factors are: 1. Legitimate interest. There must be something real to protect, such as customer connections, confidential information, or workforce stability. Stopping ordinary competition is not a legitimate interest.

2. Reasonable scope. The restriction must be no wider than needed. Courts look at who is covered, which customers, how long, and over what area.
3. Duration. Shorter is safer. For customer and employee non-solicits, periods of 6 to 12 months are common and more defensible than longer ones.
4. The people covered. Tying the restriction to customers and staff the person actually dealt with, within a recent look back period, is far safer than covering everyone.
5. Consideration. The person must get something for agreeing, such as the job itself at the outset, or payment for a later covenant.
6. Context. Courts allow wider restraints in a sale of a business, where the seller is paid for goodwill, than in a plain employment contract. Jurisdiction matters a great deal: - United Kingdom, Singapore, Australia, India. Restraints are void unless reasonable and protecting a legitimate interest. India is stricter during employment under Section 27 of the Indian Contract Act, which voids most post-employment restraints on trade, although protection of confidential information and some non-solicits are treated more favourably. Verify the current position.

• United States. This is state by state. Many states enforce reasonable non-solicits, several have tightened rules, and some restrict or ban broad non-competes while treating narrow non-solicits more leniently. Check the specific state law.
• European jurisdictions. Several require the employer to pay compensation for post-termination restraints. Confirm the governing law before relying on any non-solicit. ## How to negotiate it 1. Duration. The shorter the period, the more likely it holds. Push a long period down.

2. Who is covered. Limit it to customers and employees the person actually dealt with in a defined recent window, not the whole company.
3. Solicit versus deal. A pure non-solicit is lighter than a non-dealing ban. Resist non-dealing unless the interest justifies it.
4. Seniority filter. For employee non-solicits, limit to senior or key staff rather than everyone.
5. Competitive limit. Tie customer non-solicits to competing goods or services only.
6. General advertising carve out. Preserve the right to run untargeted recruitment adverts.
7. Garden leave offset. Where there is a garden leave period, it may reduce the fair length of a post-termination restraint.
8. Severability and blue pencil. A clause drafted in separate, independent limbs is easier for a court to trim rather than strike down whole, depending on the jurisdiction. ## Bringing drafting, review and tracking together Restrictive covenants are a drafting problem and a tracking problem at once. The clause must be narrow enough to enforce, which takes careful review against the role and the governing law. Then the obligation runs for months after someone leaves, and the business has to remember when each person's restriction starts and ends, and keep the agreed version straight across many employment and commercial contracts. This is the work an AI contract workspace is built to hold in one place: drafting the covenant from a tuned template, flagging over broad scope and enforceability risk on review, editing the duration or the covered group in plain language, and tracking when each restriction begins and ends on a live timeline. Adira is one such workspace, built on frontier AI and tuned to how a company contracts, keeping drafting, review, clause editing and tracking together rather than scattered across tools. A non-solicit only works if it is both enforceable and remembered.