A non-solicitation agreement is a contract clause that stops someone, usually a former employee, from poaching a company’s clients, customers or coworkers for a set period after they leave. Unlike a non-compete, it doesn’t stop you from taking a new job at all. It only restricts who you’re allowed to approach once you get there.
This gets confused with non-competes and NDAs constantly, even though all three do different jobs. Here’s what a non-solicitation agreement actually covers, how enforceable it really is and what to check before you sign one.
What Is a Non-Solicitation Agreement?
A non-solicitation agreement, sometimes called a non-solicit or NSA, is a restrictive covenant where one party agrees not to solicit, meaning actively approach or recruit, another party’s clients, customers, vendors or employees for a defined period. It can exist as its own standalone contract or as a single clause tucked inside a larger employment agreement, non-compete or NDA. Either way, the obligation works the same: don’t use the relationships you built at the old company to pull business or people away from it.
What It Actually Restricts
Most non-solicitation agreements fall into two categories. A customer non-solicit stops a former employee from reaching out to the company’s clients to bring their business to a new employer or a business of their own. An employee non-solicit stops a former employee, often someone in a leadership position, from recruiting former coworkers to follow them to a new job. Some agreements include both and some only cover one, so it’s worth checking exactly which type you’re being asked to sign.
Non-Solicitation vs Non-Compete: What’s the Difference?
The core difference is simple: a non-compete restricts where you can work, while a non-solicitation agreement only restricts who you can contact. A non-compete can stop you from taking a job at a competing company entirely. A non-solicitation agreement lets you take that job, it just prevents you from actively pursuing your old employer’s clients or poaching your old coworkers once you’re there. We cover the full picture of that first restriction in our guide on what a non-compete agreement actually restricts, which is worth reading alongside this one since the two are so often bundled into the same offer letter.
Non-Solicitation vs NDA: Also Not the Same
An NDA restricts what information you can share. A non-solicitation agreement restricts who you can approach. You can violate one without violating the other. Sharing a former employer’s pricing strategy with a new employer breaks an NDA. Calling up a former client to pitch them at your new company breaks a non-solicit, even if you never shared a single confidential detail while doing it.
Is a Non-Solicitation Agreement Enforceable?
Yes, in most states, provided the restriction is reasonable in scope, duration and geography, though a handful of states, California among them, refuse to enforce most non-solicitation agreements outside of narrow trade secret protection. Courts generally apply the same reasonableness test used for non-competes: is the restriction actually necessary to protect a legitimate business interest, like client relationships built at the company’s expense or does it reach further than that and start functioning as a way to punish someone for leaving. Cornell Law School’s Legal Information Institute has a useful overview of how courts evaluate restrictive covenants like these, since non-solicitation agreements are judged under a closely related legal framework.
What Makes One Reasonable
Duration matters first. Six months to two years is typical and anything much longer invites scrutiny. Scope matters second. A non-solicit that only covers clients or coworkers you actually had contact with is far more defensible than one that tries to cover the company’s entire customer base, including people you never worked with. Courts consistently narrow or strike down non-solicitation agreements that reach beyond what the company can reasonably justify protecting.
Non-Solicitation vs Non-Circumvention: A Less Common Mix-Up
Less common, but worth knowing about, is the non-circumvention agreement. This one shows up mostly in business deals rather than employment and it stops one party from cutting out a middleman and dealing directly with a contact they were only introduced to through that middleman. It’s a narrower cousin of a non-solicit, focused specifically on preventing someone from bypassing the person who made an introduction, rather than restricting broader client or employee poaching after a job ends.
If you’re negotiating a business deal involving introductions, referrals or brokered relationships, it’s worth checking whether the agreement in front of you is actually a standard non-solicit or this more specific non-circumvention variant, since the obligations and the situations they apply to aren’t quite the same.
Who Typically Signs One
Sales staff, account managers, recruiters and executives sign these most often, since their jobs revolve around client and employee relationships. They also show up in business sale agreements, where a seller agrees not to poach the customers or staff of the business they just sold. Setting up employment terms that include this kind of clause alongside standard job details is exactly what our free Employment Contract Generator is built for.
What Counts as “Solicitation” Anyway
This is where a lot of real disputes actually happen, because “solicitation” isn’t always a clear line. Sending a direct message to a former client offering your new services is solicitation. Posting a general update on LinkedIn announcing your new job, without targeting anyone specifically, is a much grayer area and courts have gone both ways depending on how the update was worded and whether specific former clients responded to it. Attending an industry event where a former client happens to also be present isn’t solicitation on its own, but actively working the room to pitch them there likely would be.
If you’re bound by a non-solicitation agreement, the safest approach is avoiding anything that looks like a targeted, direct approach to a specific person or account the restriction covers and letting any incoming interest come from them, not from you.
What Happens If You Violate One
A company that believes its non-solicitation agreement was violated typically starts with a cease-and-desist letter, followed by a lawsuit seeking an injunction to stop the solicitation and damages for any business actually lost. Proving damages is often the hardest part for the company, since they need to show the client or employee left specifically because of active solicitation, not simply because they preferred the new opportunity on their own.
What to Check Before You Sign One
Look at exactly which relationships are covered. A restriction limited to clients you personally worked with is far easier to live with than one covering the company’s entire book of business. Check the duration next, since anything beyond two years is worth questioning for most roles. Finally, confirm whether it’s a standalone document or bundled inside a larger employment or non-compete agreement, since that changes what else you might be agreeing to at the same time without realizing it.
It’s also worth asking when the restriction was presented. A non-solicitation clause added after you already started the job, without any new benefit attached to it, can be challenged in several states for lacking fresh consideration, the same issue that comes up with non-competes signed midway through employment.
Common Mistakes to Avoid
Employers most often write these too broadly, covering the entire client base instead of just the accounts an employee actually touched, which is exactly what gets them thrown out in court. Employees, meanwhile, often assume a non-solicit stops them from working for a competitor entirely, when it usually doesn’t restrict that at all. Reading the clause closely, rather than assuming it works like a non-compete, avoids most confusion on both sides.
Frequently Asked Questions
Q: Can I still work for a competitor if I signed a non-solicitation agreement?
Yes. A non-solicitation agreement doesn’t restrict where you can work, only who you’re allowed to actively pursue once you’re there.
Q: Does a non-solicitation agreement stop clients from following me on their own?
No. Most non-solicitation agreements only restrict active solicitation. A client reaching out to you first, without you approaching them, generally isn’t a violation.
Q: How long does a non-solicitation restriction usually last?
Most run between six months and two years. Longer periods are legal in many states but face more scrutiny if challenged in court.
Q: Is a non-solicitation agreement the same as a non-compete?
No. A non-compete restricts where you can work. A non-solicitation agreement only restricts who you can contact, regardless of where you work.
Q: Can independent contractors be asked to sign one?
Yes. Non-solicitation clauses aren’t limited to traditional employees and often appear in contractor agreements, especially in sales, recruiting and client-facing consulting work.