New York Non-Solicitation Agreement

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Updated November 17, 2022

A New York non-solicitation agreement is a contract that makes rules regarding the sharing of confidential information and the solicitation of a company’s clients and employees. It usually exists between an employer and employee, or the buyer and seller of a business. The intent is to protect the business interests of the company from direct competitors. They can be included in employment and severance agreements or can be a stand-alone contract that may also include non-compete and non-disclosure clauses.

Legally Enforceable in New York?

Yes non-solicitation agreements are only enforceable if they are needed to prevent the use or disclosure of a company’s confidential information. (Purchasing Assocs., Inc. v. Weitz, 196 N.E.2d 245, 247-48, 245 (N.Y. 1963))

They must be considered reasonable under the following criteria: 

  1. The restrictions are necessary to protect the legitimate interests of the business or employer.
  2. The agreement does not impart any unnecessary hardships on the seller or employee.
  3. The agreement cannot cause any direct or indirect harm to the public.

(BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 388-89, 690 N.Y.S.2d 854, 712 N.E.2d 1220 (1999))

Related Forms

New York Non-Compete Agreement

Download: Adobe PDF, MS Word, OpenDocument




New York Non-Disclosure Agreement

Download: Adobe PDF, MS Word, OpenDocument