Free Non-Solicitation Clause Builder | Business Template Generator

Non-Solicitation Clause Builder

Employee nameCompany nameDuration (years)

Clause

NON-SOLICITATION CLAUSE

Employee: Employee Name
Company: Company Name
Duration: 2 years

1. PROHIBITED CONDUCT
Employee agrees not to solicit, recruit, or encourage the departure of company employees for a period of 2 years following employment termination.

2. PROHIBITED SOLICITATION
Employee shall not:
- Solicit company employees
- Recruit employees to work elsewhere
- Encourage employees to leave company
- Request employee contact information

3. PERMITTED ACTIVITY
General advertising and public recruitment are permitted and do not violate this clause.

4. SCOPE
This clause applies to all employees the former employee worked with or had knowledge of during employment.

5. REMEDY
Breach may result in:
- Injunctive relief
- Damages for lost employees
- Attorney's fees

6. DURATION
This clause is effective for 2 years from date of employment termination.

Employee acknowledges receipt and understanding of this clause.

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FAQ

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How it works

A non-solicitation clause restricts a departing employee or contractor from soliciting a company's customers, clients, or employees after leaving. The Non-Solicitation Clause Builder generates customizable restriction language with appropriate scope and duration limitations.

**Non-solicitation vs. non-compete** Non-compete clauses restrict a person from working in a competing business — increasingly unenforceable in many states (California, Minnesota, Oklahoma ban them; FTC proposed national ban). Non-solicitation clauses are more narrowly tailored and generally more enforceable: they restrict specific targeting (soliciting known customers or colleagues) rather than broad competitive activity.

**Enforceability factors** Courts evaluate whether a non-solicitation is enforceable based on: legitimate business interest being protected (customer relationships, confidential information about key clients); reasonableness of duration (typically 1–2 years); reasonableness of scope (not global, limited to customers the person actually interacted with); geographic or industry scope (if included); and consideration — must be given at the time of signing (not just at termination).

**Customer non-solicitation** Restricts soliciting or accepting business from customers the person worked with. Courts are more likely to enforce restrictions tied to specific known customers than blanket restrictions on an entire industry or market segment.

**Employee non-solicitation** Restricts recruiting or hiring the company's employees. Generally more enforceable than customer non-solicitations because the business interest in workforce stability is recognized. Duration: typically 1–2 years.

**State law considerations** California bans non-solicitations for customers (though employee non-solicitations have some limited enforceability). Minnesota now bans non-competes and may restrict non-solicitations. Review the law of the state where the employee works, not just where the company is headquartered.

This tool generates template language. Review with a licensed employment attorney.

Frequently Asked Questions

What is a non-solicitation clause and what does it cover?

A non-solicitation clause prohibits a departing employee or contractor from: (1) soliciting the company's clients/customers to take their business elsewhere, and/or (2) soliciting the company's employees to leave and join the departing person's new employer. Non-solicitation is narrower than non-compete (which restricts working for competitors broadly). Courts are generally more willing to enforce non-solicitation clauses because they're more targeted — protecting specific business relationships rather than restricting employment generally.

How long can a non-solicitation clause last?

Courts look at reasonableness. For client non-solicitation: 1–2 years is typically enforceable; 3+ years raises concerns. For employee non-solicitation: 1–2 years is standard; California courts have refused to enforce even one-year employee non-solicitation clauses since 2022. Geographic scope is less relevant for non-solicitation (vs. non-compete) since it targets specific relationships rather than general competition. The time limit should be tied to the realistic time it takes to replace the business relationship.

Are non-solicitation clauses enforceable in California?

Client non-solicitation: yes, generally enforceable in California for protecting trade secrets involved in client relationships, but courts scrutinize them closely. Employee non-solicitation: The California Supreme Court in AMN Healthcare (2018) held that employee non-solicitation clauses are void under Business and Professions Code § 16600 unless they meet narrow trade secret exceptions. California courts in 2022 further eroded enforceability. If you have California employees, consult a California employment attorney before relying on non-solicitation clauses.

What is the difference between non-solicitation and non-compete?

Non-compete: prohibits working for competitors or starting a competing business — broad restriction on employment. Non-solicitation: prohibits specifically targeting the former employer's clients or employees — narrow restriction. Non-disclosure/NDA: prohibits disclosing confidential information. These are different tools and serve different purposes. Non-competes are heavily restricted or banned in many states (California, Minnesota, North Dakota, Oklahoma, FTC rule pending). Non-solicitation and NDAs face fewer restrictions and remain enforceable in most jurisdictions.