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Washington Non-Solicitation Agreement

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Washington Non-Solicitation Agreement

Updated October 16, 2023

A Washington non-solicitation agreement is a contract between an employer and employee restricting the employee from soliciting the employer’s customers upon the termination of employment. The intent is to safeguard the employer’s business interests within a specific area and for a specified period of time.

Is It Legally Enforceable in Washington?

Yes — non-solicitation agreements are enforceable in Washington under certain circumstances:

  • Duration. An employer may not unreasonably restrict an employee for too long or in too large an area. Courts analyze the terms under the same test that is applied to non-compete agreements. (Knight, Vale & Gregory v. McDaniel (1984))
  • Benefits. Agreements are void unless they are agreed upon in writing, and the employee earns more than $100,000 per year. In the event of a layoff, the employee must receive adequate compensation.(RCW 49.62.020)
  • Franchisees. A franchisee is not eligible to authorize a non-solicitation agreement. (RCW 49.62.060)

Table of Contents

What Can a Non-Solicitation Agreement Prohibit?

If within reason, a non-solicitation covenant can restrict a former employee from soliciting the employer’s:

  • Past or current customers/clients
  • Past or current employees
  • Independent contractors
  • Other business relationships

What Should a Non-Solicitation Agreement Include?

What should you include in a non-solicitation agreement.

In Washington, a non-solicitation agreement should generally include reasonable limitations on the following in order to be enforceable:

1. Time Period

The duration of the restrictive covenant, which can range from several months to a few years, should be considered reasonable.

2. Geographical Limit

The area where the individual is bound to the restrictive terms should be specified. Typically, this is limited to the city, county, or region where the employer is based.

3. Scope of Prohibited Activities

Restrictions under the agreement should be clearly defined, listing the parties that the individual is prohibited from soliciting. It should also define what “soliciting” entails.

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