Non-Solicitation Agreement Template: How to Write a Non-Solicitation Agreement

A non-solicitation agreement is one of the most practical tools a business has for protecting the relationships it has spent years building. When a key salesperson, account manager, or contractor leaves, the worry isn't always that they'll compete with you. It's that they'll walk out the door with your customers and your best people. A well-drafted non-solicitation agreement addresses exactly that risk, and unlike a non-compete, it stands a strong chance of actually being enforced.

This guide explains what a non-solicitation agreement is, the two main types, every clause you should include, how to keep it enforceable, and the mistakes that get these agreements thrown out in court.

What Is a Non-Solicitation Agreement?

A non-solicitation agreement is a contract, or a clause within a larger contract, in which one party agrees not to solicit the other party's customers, clients, or employees for a defined period after their working relationship ends.

It is one of three common restrictive covenants used in employment and contractor relationships:

• Non-solicitation: protects relationships (customers and staff)
• Non-compete: restricts working for a competitor
• Confidentiality / NDA: protects information

These often appear together inside an employment agreement, independent contractor agreement, or consulting agreement, but each does a distinct job. A non-solicitation agreement is the narrowest and most defensible of the three.

Why Non-Solicitation Agreements Hold Up Better Than Non-Competes

Courts dislike restrictions that prevent people from earning a living. A non-compete can do exactly that by barring someone from their entire profession in a region. Several states, most notably California, refuse to enforce most non-competes at all, and federal regulators have moved to limit them nationwide.

A non-solicitation agreement is far less restrictive. It doesn't stop someone from working in the industry or even joining a competitor. It only stops them from actively poaching the specific customers and employees they had access to. Because it protects a clear, legitimate business interest without locking someone out of their livelihood, courts uphold reasonable non-solicits in the large majority of states.

That said, "reasonable" is the operative word. Even a non-solicitation clause will be struck down if it's overbroad.

The Two Main Types of Non-Solicitation

Customer (Client) Non-Solicitation

This prevents a former employee or contractor from soliciting your customers or clients. It typically covers:

• Customers the person worked with or learned about during the relationship
• Prospective customers in an active sales pipeline
• A defined lookback window (e.g., customers active in the prior 12 months)

The narrower and more specific the customer definition, the more enforceable the clause.

Employee (Personnel) Non-Solicitation

Often called an anti-raiding or no-poach clause, this prevents a departing person from recruiting your employees to a new venture or a competitor. It usually covers:

• Soliciting, recruiting, or hiring current employees
• A lookback period for recently departed staff
• Sometimes contractors and key vendors as well

Many agreements include both types. You can also combine them with a non-disclosure agreement so that the same document protects relationships and confidential information together.

Key Clauses in a Non-Solicitation Agreement

1. Identification of the Parties

Use full legal names. For a company, include the entity type and state of formation. Identify the individual being bound, the employee, contractor, partner, or seller of a business.

2. Definition of "Solicitation"

This is the clause that decides most disputes. Define precisely what counts as solicitation:

• Initiating contact, pitching, or marketing to a covered customer
• Inducing a customer to reduce or end business with you
• Recruiting, encouraging, or assisting in the hiring of covered employees

Decide whether you also want a no-accept provision, barring the person from accepting business from a covered customer even if the customer reaches out first. These are harder to enforce, so use them only when truly necessary and keep the rest of the clause reasonable.

3. Definition of Covered Customers and Employees

Avoid "all customers, anywhere." Tie the restriction to people the individual actually had contact with or confidential knowledge about:

• Customers the person served, managed, or solicited during a defined period (commonly the last 12–24 months)
• Active prospects in the pipeline at the time of departure
• Employees the person worked with or supervised

A tightly scoped definition is the single biggest factor in enforceability.

4. Duration

State a clear time limit running from the end of the relationship. Six months to two years is the enforceable range; one year is the safe default. Avoid open-ended or perpetual restrictions.

5. Consideration

Spell out what the person receives in exchange for the promise. For a new hire, the offer of employment is enough. For an existing worker, add something of value such as a bonus, raise, promotion, or access to confidential systems, and reference it in the agreement.

6. Carve-Outs and Exceptions

Reasonable exceptions make the agreement look fair to a court:

• General advertising or job postings not targeted at your staff
• Customers the person had a pre-existing relationship with before joining
• Contact unrelated to the covered business

7. Remedies

State that a breach causes irreparable harm and entitles you to seek injunctive relief, plus damages. Some agreements include a liquidated-damages figure, but only use one that reflects a genuine estimate of harm. Punitive amounts get struck down.

8. Governing Law and Severability

Specify which state's law applies. Include a severability (or "blue pencil") clause so that if one part is found unreasonable, a court can narrow it rather than void the entire agreement. State enforceability varies widely, so the choice of law matters.

How to Write a Non-Solicitation Agreement: Step-by-Step

Step 1: Identify the legitimate interest you're protecting. Be honest about it, customer relationships, trade secrets, or workforce stability. Courts ask what you're actually protecting, and "we just don't want competition" is not a protectable interest.

Step 2: Choose your scope. Decide whether you need a customer non-solicit, an employee non-solicit, or both. Don't add restrictions you can't justify.

Step 3: Define the covered group narrowly. Limit it to customers and employees the person had real contact with, using a defined lookback window.

Step 4: Define solicitation clearly. State exactly what conduct is prohibited, and decide whether a no-accept provision is necessary.

Step 5: Set a reasonable duration. Default to one year unless you have a specific reason to go shorter or slightly longer.

Step 6: Provide consideration. Make sure the person receives something of value, and document it, especially for existing employees.

Step 7: Add remedies, governing law, and severability. Finish with the enforcement and interpretation clauses, then have both parties sign and date.

Common Mistakes That Make Non-Solicitation Agreements Fail

Defining customers too broadly. Restricting contact with "any customer of the company", including thousands the person never met, is the fastest way to get a clause voided. Tie it to actual contact.

Setting an unreasonable duration. A five-year non-solicit on routine customer relationships reads as punitive. Stick to the 6-month-to-2-year range.

Forgetting consideration for current employees. Asking a long-tenured employee to sign a new non-solicit with nothing in return makes it unenforceable in many states.

Confusing non-solicitation with non-compete. Drafting a "non-solicitation" that actually bars the person from working for a competitor invites it to be judged under the much stricter non-compete standard, and likely struck down.

Ignoring state law. California broadly voids these restrictions for employees; other states blue-pencil them; some enforce them as written. A single nationwide template applied blindly will fail somewhere. Always align the agreement with the governing state.

Omitting severability. Without a severability clause, one overbroad sentence can sink the whole agreement instead of just being narrowed.

When to Use a Non-Solicitation Agreement

• Hiring salespeople or account managers who own client relationships
• Onboarding contractors or consultants with access to your customer list
• Bringing on senior staff who could later recruit your team
• Selling a business, to stop the seller from re-soliciting the customers you just bought
• Forming a partnership or joint venture where both sides share client contacts

In many of these situations the non-solicitation lives inside a broader agreement. If you're structuring a vendor or services relationship, it often sits alongside a master service agreement that governs the overall engagement.

Non-Solicitation vs. Confidentiality: Use Both

A non-solicitation protects relationships; a confidentiality clause protects information. They overlap but don't replace each other. A former employee could avoid technically "soliciting" anyone while still using your confidential customer data to target the market. Pairing a non-solicitation agreement with an NDA closes that gap: one stops the poaching, the other stops the misuse of the information that makes poaching easy.

Related guides

• NDA Contract Template: How to Write a Non-Disclosure Agreement
• Non-Disclosure Agreement Consulting: Helping Businesses Protect IP
• B2B Non-Disclosure Agreement: Protecting Your Trade Secrets When Entering Partnerships
• What to Ask Before Signing a Non-Disclosure Agreement
• Should You Form a Non-Profit or For-Profit Business?

Generate Your Non-Solicitation Agreement with Contractable

A non-solicitation agreement only works if it's narrowly tailored, properly supported by consideration, and aligned with the law of the right state. Get any of those wrong and a court may ignore it entirely. Contractable generates customized non-solicitation agreements in seconds, with reasonable durations, tightly scoped definitions, and the clauses that make restrictive covenants hold up. No lawyers or legal background required.