Definition · Employment law and regulation
Non-Solicitation Agreement
Definition
A non-solicitation agreement is a contract, or a clause in an employment contract, in which an employee promises not to solicit the employer's customers, employees or both for a set period after leaving. It is narrower than a non-compete: the person can work for a competitor but cannot actively take clients or colleagues with them.
Also called: Non-solicit clause, Employee non-solicitation, Customer non-solicitation, Non-solicit
The two main types
Customer non-solicitation stops a departing employee from contacting the employer's clients to move their business. It usually applies only to customers the employee worked with or learned about in a set period, often the last 12 to 24 months of employment.
Employee non-solicitation (a non-solicit of employees, sometimes called a no-raid clause) stops the departing employee from recruiting former colleagues to join them. It matters most for sales leaders, recruiters and account managers who can pull a team across in a few weeks.
Most agreements last 12 to 24 months after employment ends. Longer periods are harder to defend. The clause is usually part of a broader employment contract alongside confidentiality terms.
How it differs from a non-compete
A non-compete stops someone from working for a competitor or starting a competing business at all. A non-solicit lets them take the job but restricts one specific behavior: reaching out to customers or staff. Because it is narrower, courts in many states are more willing to enforce it.
The line blurs when a non-solicit is so broad it works like a non-compete, for example banning work with any company that is or might become a customer. Courts tend to treat those as non-competes. The FTC's 2024 rule banning most non-competes was blocked in court and did not take effect, and it focused on non-competes in any case.
Enforceability
Enforceability is a state-law question. Courts generally look for a legitimate business interest (customer relationships, confidential information, a stable workforce), a reasonable time and scope, and consideration for the promise.
California is the main outlier. Its Business and Professions Code section 16600 voids most restraints on a person's ability to work, and California courts have held customer non-solicits unenforceable except to protect trade secrets, with recent decisions also striking down employee non-solicits. Several other states restrict restrictive covenants for low-wage workers. Rules vary by state and change often, so have counsel review the clause for each state where you employ people.
Where it shows up in recruiting and staffing
Recruiters meet non-solicits from both sides. When hiring a sales leader, ask early whether they have one; a candidate who plans to bring "my book" or "my team" may be planning a breach that drags your company into a lawsuit. When the candidate is the one with the agreement, have them share it with HR before the offer.
In staffing, client agreements often contain no-hire or conversion clauses that limit the client from hiring the agency's temps directly without paying a conversion fee. Those are business-to-business terms, not employee non-solicits, and agreements between employers not to hire each other's staff can raise antitrust concerns.
Frequently asked questions
What is a non-solicitation agreement?
It is a promise by an employee not to solicit the employer's customers, employees or both for a set time after leaving. It is often a clause within an employment contract or a separate restrictive covenant agreement.
Are non-solicitation agreements enforceable?
In most states, yes, if they protect a legitimate business interest and are reasonable in time and scope. California and some other states sharply limit them. Rules vary by state.
How long does a non-solicit clause last?
Most last 12 to 24 months after employment ends. Longer periods are more likely to be challenged as unreasonable.
Can a former employee accept business from a customer who contacts them?
It depends on the wording. Some clauses ban only active solicitation, others ban accepting any business from listed customers. Courts read the exact language closely.