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:
- The restrictions are necessary to protect the legitimate interests of the business or employer.
- The agreement does not impart any unnecessary hardships on the seller or employee.
- 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