Non-Solicitation Agreement Template

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Updated June 02, 2022

A non-solicitation agreement restricts a person from acquiring a company’s customers and employees for their own benefit. It is a common requirement for employees and for sellers of businesses to protect an organization’s human resources and customer data.

By State

Table of Contents

What is a Non-Solicitation Agreement?

A non-solicitation agreement prohibits an individual from using an organization’s customers and employees for their own benefit. Some agreements may include non-compete and non-disclosure clauses in addition to a non-solicitation clause to help protect the assets of the business.

Violation Examples (2)

  1. An employee leaves a company and uses their customer list at a new company.
  2. An owner sells their business and hires the employees at their former employees.

What Happens if you Break?

If a person breaks a non-solicitation agreement, then they can be sued and forced to pay for damages.

How to Get Around?

Once signed, there is no way to get around a non-solicitation agreement other than obtaining a release.

Is it Legally Enforceable?

A non-solicitation agreement is legally enforceable in every State except South Dakota.

State Legally Enforceable? Limitations Statutes / Cases
 Alabama Yes Must be “preserving a protectable interest” Section 8-1-190Section 8-1-191
 Alaska Yes As long as it does not prohibit a person from practicing their specialty. Metcalfe Investments, Inc. v. Garrison (1996)
 Arizona Yes Limit of 3 years and prohibited for licensed physicians. Amex Distributing Co. v. Mascari (1986), Valley Med. Specialists, 982 F.2d at 1283 (1999)
 Arkansas Yes The agreement must protect a valid interest, avoid overly broad geographical restrictions, and have a reasonable time limit. Moore v. Midwest Distribution, Inc., 65 S.W.3d 490, 493 (Ark. 2002).
 California Unclear Past cases have allowed non-solicitation agreements, but recent cases have ruled them illegal Loral Corp. v. Moyes, 174 Cal. App.3d 268, 279 (Cal. Ct. App. 1985), AMN Healthcare, Inc. v. AYA Healthcare Servs., Inc., 28 Cal. App. 5th 923, 939 (Cal. Ct. App. 2018).
 Colorado Yes The agreements may only prohibit former employees from soliciting current employees, not clients. Phoenix v. Dowell, 176 P.3d 835, 844 (2008).
 Connecticut Yes Agreements must be limited in time and scope, and balance the interest of employers, employees and the public Scott v. General Iron and Welding Co., 368 A.2d 111, 114 (Conn. 1976), § 20-14p, § 31-50a, § 31-50b
 Delaware Yes Agreements must be reasonable in scope and duration, advance a legitimate interest of the employer, and balance the interest of the employee and public Tristate Courier and Carriage, Inc. v. Berryman, C.A. No. 20574-NC (Del. Ch. Apr. 15, 2004).
 Florida Yes Limitations on time, reach and line of business must be reasonable § 542.335(1)
 Georgia Yes Agreements must be reasonable in duration, geographic reach and scope of activity W.R. Grace Co. v. Mouyal, 262 G.A. 464, 465 (Ga. 1992)
 Hawaii Yes, except for employees of technology businesses Agreements must be reasonable § 480-4(d), Technicolor, Inc. v. Traeger, 57 Haw. 113, 122 (1976)
 Idaho Yes Agreements must be reasonable Intermountain Eye and Laser Centers, P.L.L.C. v. Miller, 142 Idaho 218, 224 (2005)
 Illinois Yes Agreements must be reasonable and necessary to protect a legitimate business interest Lawrence & Allen, Inc. v. Cambridge Human Resource Group, Inc., 292 Ill. App. 3d 131, 138 (Ill. App. Ct. 1997).
 Indiana Yes Only enforceable if the agreement is reasonable with respect to the employer, the employee and the public interest Licocci v. Cardinal Associates, Inc., 445 N.E.2d 556, 561 (Ind. 1983).
 Iowa Yes Enforceable if the agreement is reasonably necessary for the protection of the employer’s business, and not unreasonably restrictive of the employee’s rights nor prejudicial to the public interest Iowa Glass Depot. Inc. v. Jindrich, 338 N.W.2d 376, 381 (Iowa 1983).
 Kansas Yes Enforceable if reasonable and offered as part of a valid contract Weber v. Tillman, 259 Kan. 457, 463-64 (Kan. 1996)
 Kentucky Yes Agreements must be only so restrictive as to protect the employer’s interest, and not harm the public interest or impose an undue hardship on the employee  Central Adjustment Bureau, Inc. v. Ingram Associates, Inc., 622 S.W.2d 681, 685 (Ky. Ct. App. 1981).
 Louisiana Yes Agreements cannot last more than two years and do not apply to licensed car sellers.  § 23:921(C), § 23:921(I)
 Maine Yes Enforceable only if reasonable and no broader than necessary to protect the interest of the employer Chapman Drake v. Harrington, 545 A.2d 645, 647 (Me. 1988)
 Massachusetts Yes Prohibited for broadcast employees, nurses, physicians, social workers, student interns, employees under the age of 18, and employees laid off or terminated without cause. Mass. Gen. L. ch. 112, § 12X

Mass. Gen. L. ch. 112, § 74D

Mass. Gen. L. ch. 112, § 135C

Mass. Gen L. ch. 149 § 24L (c)

Mass. Gen. L. ch. 149 § 186

 Michigan Yes Agreements must be reasonable §445.774a
 Missouri Yes Maximum one (1) year duration, and prohibited for clerical and secretarial employees Mo. Rev. Stat. § 431.202
 Montana Yes Only between business entities and partners. Prohibited against employees. Mont. Code Ann. § 28-2-703

Mont. Code Ann. § 28-2-704

Mont. Code Ann. § 28-2-705

 Nevada Yes The former employee will not disclose business methods, confidential information, customer lists, secret formulas or processes, or trade secrets. § 613.200(4)
 New Hampshire Yes Agreements must be reasonable and should not be more expansive than necessary to protect the legitimate business interests of employers Technical Aid Corp. v. Allen, 134 N.H. 1, 11 (N.H. 1991)
 New Jersey
 New Mexico
 New York
 North Carolina
 North Dakota Yes Agreements have been held to be enforceable where they would limit a former employee’s ability to solicit former co-workers to leave the employer Warner and Company v. Solberg, 634 N.W.2d 65, 73 (N.D. 2001)).
 Ohio Yes Agreements must not contain too many limitations related to time and space Raimonde v. Van Vlerah (1975)
 Oklahoma Yes Agreements can be written or verbal, can prohibit employees from soliciting established customers, employees, or contractors associated with their employer Okla. Stat. tit. 15, § 219AOkla. Stat. tit. 15, § 219B
 Oregon Yes The term of an agreement may not exceed eighteen (18) months from the date of the employee’s termination and is limited to a geographic area and specified activities Oregon ORS Tit. 51, 653.295
 Pennsylvania Yes, with limitations Courts balance employer’s business interest, employee’s interest in earning a living, and interest of the public before deciding on enforceability Hess v. Gebhard & Co., Inc. (2002), Pittsburg Logistics Sys. Inc. v. Beemac Trucking LLC (2021), WellSpan Health v. Bayliss (2005)
 Rhode Island Yes, with limitations (except for physicians) Agreements can be enforced if the limitations on both time and geographic space are considered reasonable and do not adversely affect the public interest. Physicians exempt Durapin, Inc. v. American Products, Inc. (1989), RI Gen L § 5-37-33 (2017)
 South Carolina Yes, with limitations Agreements have to contain reasonable provisions relating to the timeframe and geographic scope by which an employee is restricted from soliciting a company’s business after terminating employment with that company Sermons v. Caine Estes Ins. Agency (1980), Rental Uniform Service of Florence, Inc. v. Dudley (1983)
 South Dakota Yes Must be limited in geographic scope, cannot cover a period exceeding two (2) years S. D. Codified Laws Ann. §53-9-9§53-9-10, §53-9-11
 Tennessee Yes Courts determine reasonableness based on potential impacts to the employer, employee, and public interest. Agreements signed by healthcare providers must be limited in geographic scope and cannot cover a period exceeding two (2) years Vantage Technology, LLC v. Cross (1999)Tennessee Code Title 63. Professions of the Healing Arts § 63-1-148
 Texas Yes Must contain limitations as to time, geographical area, and scope of activity to be restrained. Agreements restricting solicitation by physicians must not deny access to former patients and their medical records  Bus. & Com. Code Title 2 Chapter 15 Section 15.50
 Utah Yes, within limits Enforceable agreements must be negotiated in good faith, necessary to protect the legitimate interests of the employer, and reasonably limited in timeframe and geographic area Utah Code § 34-51-201, TruGreen Cos., L.L.C. v. Mower Brothers (2008), Allen v. Rose Park Pharmacy (1951)
 Vermont Yes Agreements must pass the test of reasonableness, which means they are not contrary to public policy, are necessary for the protection of the employer, and do not unnecessarily restrict the employee’s rights Roy’s Orthopedic, Inc. v. Lavigne (1982)Vermont Elec. Supply Co. v. Andrus (1974)
 Virginia Yes Agreements are enforceable if they are designed specifically to safeguard the employer’s legitimate business interests, but not if they unreasonably restrict a person’s ability to earn a living or violate public policy Omniplex World Servs. Corp. v. US Investigations Servs. (2005), Edward D. Jones & Co. LP v. Clyburn (2020)
 Washington Yes Must not unreasonably restrict an employee for too long or in too large an area Knight, Vale & Gregory v. McDaniel (1984)
Washington D.C. Yes District bans non-compete agreements generally, but non-solicitation agreements determined reasonable, which do not violate public policy or unreasonably restrain trade, are enforceable D.C. Law 23-209. Ban on Non-Compete Agreements Amendment Act of 2020
West Virginia Yes Must be reasonable in terms of timeframe and geographic area. Contracts signed by physicians are limited to one (1) year and thirty (30) miles Reddy v. Community Health Found. of Man (1982), Physicians Freedom of Practice Act §47-11E-1 to 11E-5
 Wisconsin Yes Must be reasonable and necessary for the protection of the employer’s business  Wis. Stat. Ann. §103.465, Star Direct, Inc. v. Eugene Dal Pra (2009)
 Wyoming Yes Must protect the legitimate interests of the employer and be reasonable in duration and geographical limitations Hopper v. All Pet Animal Clinic, Inc. (1993)

Sample Clause

Add the following clause to any employment contract:

Non-Solicitation. During the term of this agreement, and for ____ years afterward, the employee shall not interfere on the employer’s relationships with current and former customers, clients, business associates, employees, contractors, and any other entity with a direct or indirect affiliation with the employer.

Sample Agreement

Download: Adobe PDF, MS Word, OpenDocument

How to Write

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I. The Parties

(1) Non-Solicitation Agreement Date. The formal date when both Parties agree this agreement is effective should be presented so that this document can be referred to properly in the future.

(2) Owner. The information concerning one Party’s business practices (i.e. Client Lists, Marketing Strategies) will be considered the property in this agreement. The Owner of this information will use this paperwork to prevent the Recipient of this information from using it to engage in business with the Owner’s Clients (and other Parties) especially when in the same industry. Present the full name and the mailing address of the Owner of the concerned intellectual property to the appropriately labeled paragraph..

(3) Recipient. Furnish the full name and mailing address of the Recipient of the Owner’s information. This is the Party who shall be prevented from soliciting his or her services to the Owner’s Clients and Associates.

II. Term

(4) Start Period Date. This agreement must begin at a specific time which it must define. To this end one of three checkbox statements should be selected to indicate when the non-solicitation provisions become effective. In many cases, a specific calendar date will prompt this effect. If so, then select “Date Of” by marking the checkbox corresponding to this statement and directly input the first calendar date when the non-solicitation conditions this paperwork imposes become active or effective.

(5) Start Date Event. In some instances, especially if the Recipient sells products for the Owner, it would be detrimental for the non-solicitation conditions to be imposed prematurely. Therefore, it may be more appropriate to select the second checkbox statement then define the event that prompts the non-solicitation conditions below in effect. For instance, the Recipient’s termination may be the cause of this effect.

(6) Other Start Date Definition. If the non-solicitation conditions must go in effect under somewhat more complicated circumstances other than a simple event or start date, then select the checkbox labeled with the word “Other” and document the conditions that cause the non-solicitation conditions to become effective on the Recipient.

(7) End Date. The manner by which the non-solicitation conditions terminate must be submitted with this agreement. Document the first calendar date when the Recipient may solicit to any Party he or she pleases regardless of the impositions defined in this agreement. Many local governments will place a time limit on how long such conditions may be imposed since preventing a Professional from contacting Clients in his or her field can be severely debilitating. If a specific termination date for these conditions is placed in the first checkbox statement, make sure it is in compliance with the applicable state laws governing the Owner’s business.

(8) End Date Period. If the termination of the non-solicitation conditions will depend upon a specific circumstance or event, then the second checkbox statement should be selected and used. This requires that a number of months after an event be defined as the termination date. Use the blank areas to name the number of months and the prompting event causing this countdown before the termination of the non-solicitation requirements this agreement discusses.

(9) End Date Event. If the termination date of the non-solicitation conditions depends on factors other than a timeline after an event or a specific date, then place a mark in the “Other” checkbox. This requires a report on how the non-solicitation requirements placed on the Recipient cease or terminate. If more room is required, you may continue on an attachment.

III. Geographical Limits

(10) No Geographical Limits. If there will be no geographical limits placed on the agreement’s power to prevent the Recipient from soliciting business from the Owner’s Clients and Associates, then this must be solidified in the contents of this paperwork. To do so, check or mark the “No Geographical Limits” statement.

(11) Geographical Limits. If the Owner cannot or should not place non-solicitation conditions on the Recipient’s business practices in any geographical location, then select the second checkbox in the third article. Define the countries, states, and/or towns where this agreement will be applied to the Recipient’s business practices to the blank line provided in this statement option.

IV. Non-Solicitation

(12) Employees. The Owner will need to decide who these non-solicitation restrictions concern. If the Recipient should be prevented from soliciting his or her services and/or products to the Employees of the Owner or associate with any of them, then establish this condition by marking the checkbox corresponding to “Employees.”

(13) All Employees. If the Recipient must consider relations with any of the Owner’s Employees off-limits, then the “All Employees” statement must be selected.

(14) Specific Employees. The Owner may only need to (or be allowed to) restrict the Recipient from fraternizing or entering business deals with certain Employees. If so, each Employee the Recipient must refrain from communicating with must be listed in the “Specific Employees” statement and the corresponding checkbox must be marked.

(15) Customers. If this document must act to prevent the Recipient from dealing with any of the Owner’s Clients then the “Customers” condition must be selected. Place a mark in the “Customers” checkbox to effect this requirement.

(16) All Customers. If the non-solicitation conditions of this document must be applied so that the Recipient may not deal with, associate, or do business with any Customer of the Owner, then the first checkbox (statement) in Article IV must be marked

(17) Specific Customers. If the Recipient should be prevented from associating only with predetermined Customers of the Owner, then locate the second checkbox statement. Place a mark in the checkbox labeled with the bold phrase “Specific Customers” and identify each Customer the Owner wishes the non-solicitation conditions applied to.

V. Similar Business

(18) No Restrictions. The fifth article will be used to define whether the Recipient’s business practices will fall under the non-solicitation effect of this paperwork and if so, to what extent. However, if the Recipient’s business practices should not be limited by the restrictions discussed in this contract, then select the checkbox labeled “No Restrictions On Business Practices” and continue to the next section.

(19) Restrictions On Business Practices. If any non-solicitation restrictions must be placed on the Recipient, then check or mark the second checkbox in Article VI. Once done, review the options in this area since only one may be selected to apply to the Recipient’s business practices.

(20) All Related Uses. Select the first checkbox restriction statement if the Recipient must be prevented from soliciting any products, services, or property that are even remotely similar as those provided to Customers by the Owner.

(21) Specific Uses. The Owner may require that only specific business practices of the Recipient be targeted by the non-solicitation requirements this document imposes. If so, then the “Specific Uses” statement should be selected, and the details of the desired restrictions be defined in the space provided.

VI Non-Compete

(22) No Restrictions On Competitors. This contract can apply non-compete measures to the Recipient’s business practices and associates. This is optional. Thus, if no such measures need to be discussed, select the “No Restrictions On Competitors.”

(23) Restrictions On Competitors. If applicable, Article VI must be used to establish that the Owner wishes to prevent unfair competition in the market as a result of the Recipient’s practices or correspondence.

(24) All Competitors. The Recipient can be prevented from contacting or soliciting all of the Owner’s Competitors if the first checkbox statement in the non-compete option is selected.

(25) Specific Competitors. If the Recipient should be barred from dealing with only “Specific Competitors” of the Owner’s business, then locate and select the appropriate checkbox. The blank area presented in this statement should be utilized to identify each Competitor (of the Owner’s Business) that the Recipient must refrain from contacting, corresponding with, or doing business with.

VII. Purchase Of Release

(26) Cannot Purchase A Release. If the Owner will not allow the terms of this agreement to terminate prematurely for any reason, then select the first checkbox of Article VII.

(27) Can Purchase A Release. In some cases, the Owner may allow the Recipient release from the non-solicitation restrictions this paperwork imposes. If so, the second checkbox of this section should be marked. Additionally, the dollar amount should be predetermined and reported where it is requested.

VIII. Confidential Information

(28) Not Be Prohibited From Releasing Confidential Information. Naturally, the nature of the Owner’s professional relationship with the Recipient may require the sharing of certain confidential information. This information may be considered too sensitive to release or may be considered (to some extent) commonly known. If the Owner does not require any protection over such shared confidential information, then solidify this fact by selecting the first paragraph’s checkbox from Article VIII..

(29) Be Prohibited From Releasing Confidential Information. Select the second paragraph if the Recipient may not release any information the Owner has shares during their relationship.

IX. Governing Law

(30) State. The name of the State whose laws this agreement must comply with and be enforced by should be documented in the ninth article.

X. Additional Terms

(31) Non-Solicitation Provisions. While a wealth of topics concerning the business practices of the Recipient and the solicitation restrictions this agreement imposes on them has been presented above, there may be additional provisions that both Parties agree should be included. This area is optional thus, it may be left blank if no additional conditions or terms need to be defined. It is important to note that verbal agreements made will not be enforced by the binding power of the Party signatures to this contract since this contract’s signing only applies to its content. Therefore, many would consider it wise to make sure to document every additional provision to this section.

XI. Entire Agreement

(32) Recipient Signature. The Recipient of the Owner’s information is only able to formally enter this agreement by signature. He or she should take an adequate amount of time to review this paperwork’s contents then, if satisfied, sign his or her name.

(33) Print Name. The signature of the Recipient must be accompanied by his or her printed name.

(34) Date. Once the Recipient has signed and printed his or her name to enter this agreement, he or she must document the calendar date these items were presented.

(35) Owner Signature. The Owner is also required to execute this document by signature. To do so, He or she must sign the appropriate signature line. If the Owner is a Business Entity, then a Representative authorized by its Executive Board may sign this document on its behalf.

(36) Print Name. The printed name of the Owner or the Owner’s Signature Party must be submitted after this Party signs this document.

(37) Date. The signature date when the Owner executed this paperwork should be reported.