Updated April 22, 2024
A Florida non-solicitation agreement is a contract that prohibits an employee from using the company’s customers, clients, employees, or contractors after leaving the firm. Non-solicitation agreements protect the work that companies do in building business relationships and prevent competitors from profiting off of that work.
Is It Legally Enforceable in Florida?
Yes. Written non-solicitation agreements are enforceable if they contain reasonable limitations with regard to time, geographic reach, and lines of business.[1]
There must be at least one legitimate business interest motivating the restriction,[2] and the restrictions in the agreement may not be greater than reasonably necessary to protect that interest.[3]
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What Types of Solicitation Can Be Prohibited?
In Florida, a non-solicitation agreement can prohibit an individual from “poaching” the employer’s:
- Former or current customers and clients
- Former or current employees
- Former or current contractors
- Other business relationships (e.g. affiliates, suppliers, etc.)
What Should Be Included in the Agreement?
Under Florida statutes, a non-solicitation agreement must include the following:
1. Duration
Under state law, any restrictive covenant against an employee or independent contractor is considered reasonable when it lasts six months or less and presumed unreasonable if it is longer than two years. Anything in between would be determined by the court, which would decide whether the specified duration in the agreement is reasonably necessary to protect a proven legitimate business interest of the employer.
2. Geographic Reach
The agreement must specify the geographical area in which the restrictive terms apply. This must also be considered reasonable to protect a legitimate business interest of the employer.
3. Restricted Action
This section specifies in detail what the individual is restricted from doing and who they may not solicit as part of the covenant. This may range from a blanket restriction on all clients or employees or name specific parties. The scope of the restrictions must be considered reasonable to protect the employer’s business interests.
Related Forms
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Florida Non-Disclosure Agreement
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