Updated October 16, 2023
A Georgia non-solicitation agreement prohibits an employee from soliciting customers, clients, employees, and contractors that they met while on the job. Typically signed as a condition of employment, a non-solicitation agreement is designed to protect a company’s most valuable assets from its competitors.
Is It Legally Enforceable in Georgia?
Yes — as long as the limitations imposed are reasonable in terms of time, geographic reach, and scope of activity. (W.R. Grace Co. v. Mouyal, 262 G.A. 464, 465 (Ga. 1992))
Solicitation agreements generally may not prohibit an ex-employee from accepting unsolicited business from a client of the firm. (Habif, Arogeti, Etc. v. Baggett, 231 Ga. App. 289, 295-96 (Ga. Ct. App. 1998))
For agreements entered into on or after May 11, 2011, Georgia employers may prohibit former employees from soliciting customers with whom they had material contact in order to provide products or services that are competitive with the employer’s business. (O.C.G.A. § 13-8-53(b))
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What Types of Solicitation Can Be Prohibited?
A non-solicitation agreement in Georgia can prohibit a former employee from reaching out to the employer’s:
- Past or current clients/customers
- Actively sought clients/customers
- Past or current employees
- Independent contractors
- Other business affiliates (e.g. supplier, etc.)
What Should Be Included in the Agreement?
Under Georgia statutes, a restrictive covenant must include the following terms in order to be enforceable:
1. Time Duration
The agreement must specify a reasonable length of time prohibiting the individual from soliciting the employer’s clients, employees, or other business affiliates.
2. Geographical Limit
The covenant must either specify the location where the individual is prohibited from the listed actions or include the phrase “the territory where the employee is working at the time of termination,” or similar language.
3. Restricted Activity
It must specify the activity, products, or services that the individual is restricted from pursuing against the interest of the employer following their termination of employment. Under Georgia statute, the following phrase is deemed sufficient to describe the prohibited activity: “of the type conducted, authorized, offered, or provided within two years prior to termination.”
Related Forms
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Georgia Non-Disclosure Agreement
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