The Non-Solicitation Clause Explained, With Samples (2026)

A non-solicitation clause stops a person or company from poaching the other side's employees, customers, or suppliers for a set period after a relationship ends. It is common in employment contracts, in services agreements, and in share or asset sale agreements, where the buyer wants to protect the value it just paid for. Unlike a non-compete, which stops someone working in a field at all, a non-solicitation clause is narrower: the person can still compete, they just cannot actively lure away specific relationships. That narrower scope is also why courts tend to treat it more kindly. ## What problem it solves When an employee leaves, or a vendor relationship ends, the leaving party often knows exactly which clients are worth the most, which staff are key, and who to call. Without a restraint, they can rebuild a competing book of business overnight using relationships that belong, commercially, to the first party. A non-solicitation clause protects three things in particular: the customer base, the workforce, and sometimes the supplier network. It buys the protected party time to secure those relationships before the departing party can approach them. ## Why it is negotiated The tension is simple. The protected party wants the restraint to be as wide and as long as possible. The restrained party wants to earn a living and keep normal commercial freedom. Negotiation usually turns on four levers: who is covered (all customers, or only ones the person actually dealt with), how long the restraint lasts, what counts as solicitation, and whether a general advertisement that happens to reach a customer or employee is caught. The fairer and more targeted the clause, the more likely a court will uphold it. ## Common variations ### Customer non-solicitation Stops the restrained party approaching customers to win their business. The stronger versions limit this to customers the person actually had dealings with in the last 12 months, not every customer on the books. ### Employee non-solicitation (anti-poaching) Stops the restrained party hiring or encouraging staff to leave. A well-drafted version carves out people who respond to a public job advert, and sometimes limits it to senior or key staff rather than everyone. ### Non-dealing clause Goes further than non-solicitation. It stops the restrained party doing business with a customer even if the customer approached them first. This is wider and harder to enforce, so it is used carefully. ## Sample wordings > Sample wording (illustrative, adapt to your contract and jurisdiction):

For a period of 12 months after the Termination Date, the Employee shall not, directly or indirectly, solicit or attempt to solicit the business of any Customer with whom the Employee had material dealings during the 12 months before the Termination Date, where the purpose is to supply goods or services in competition with the Company. > Sample wording (illustrative, adapt to your contract and jurisdiction): For a period of 12 months after the Termination Date, the Employee shall not, directly or indirectly, solicit, entice away, or offer employment to any person who was a senior employee of the Company during the final 6 months of the Employee's engagement and with whom the Employee worked. A general recruitment advertisement not specifically targeted at such persons, and any resulting hire, shall not breach this clause. ## Key drafting pitfalls - Making the clause too wide. Covering every customer in the business, including ones the person never met, often makes the restraint look like a blanket ban and invites a court to strike it down.

• No time limit, or an unreasonably long one. Twelve months is a common ceiling for many roles; several years is hard to justify except in a business sale.
• Forgetting the advertising carve-out in employee clauses, so that a routine job advert technically breaches the clause.
• Vague definitions. If Customer, solicit, and Termination Date are not defined, the clause is open to argument.
• Copying an employment clause into a business sale, or the reverse. Courts allow much wider restraints when a seller has been paid for goodwill than they allow against an ordinary employee.
• Relying on the clause alone to protect confidential information. Pair it with a confidentiality clause, because the two protect different things. ## Jurisdiction note Enforceability varies sharply. In England, a non-solicitation clause must protect a legitimate business interest and go no further than reasonably necessary, or it is void as a restraint of trade. In India, section 27 of the Indian Contract Act 1872 makes agreements in restraint of trade void, and post-termination restraints on former employees are generally not enforced by injunction, although restraints during employment and on a seller of goodwill are treated differently. In the United States, rules differ by state, and employee non-solicits in particular have come under pressure in recent years. Because the outcome depends so heavily on where the clause is tested, always confirm the position in the governing-law jurisdiction. This page is general information, not legal advice. ## Where this fits in day-to-day contract work Most disputes about these clauses come from reusing an old template without checking whether its scope and duration still fit the role and the jurisdiction. Reviewing a draft to flag an over-wide restraint, tighten the customer definition, and add a missing advertising carve-out is the kind of per-clause risk check that Adira is built to surface inside one AI workspace tuned to your company and built on Claude. The guidance above stands on its own without it. ## Bottom line A non-solicitation clause protects relationships, not a general right to trade, which is why it is easier to enforce than a non-compete. Keep it targeted to the customers and staff the person actually dealt with, keep the period reasonable, define the key terms, and check the governing-law jurisdiction before you rely on it.