Employment Non-Solicitation Clause Explained
What This Clause Does
A non-solicitation clause has two parts: you can't recruit your former colleagues away from the company, and you can't approach former clients to do business with them. These are often bundled together but they're separate restrictions with different practical impacts.
The colleague restriction rarely causes issues unless you're trying to build a startup with your old team. The client restriction is the one to watch, especially if your income depends on relationships you built while at the company. Check whether it covers clients you personally worked with or all of the company's clients.
Example Clause Pattern
"For [12/24] months after termination, Employee shall not (a) solicit, induce, or encourage any employee of Company to leave employment, or (b) solicit or accept business from any client or customer of Company that Employee had contact with during the [12/24] months prior to termination."
What to Watch
- Covers all company clients, not just those you personally worked with
- Restriction period exceeds 12 months
- Applies to clients you had no direct relationship with
- "Solicit" defined broadly to include passive acceptance of inbound requests
What to Negotiate
- Limit the client restriction to accounts you personally serviced — not the entire company client list
- Request mutual application: the company should be equally restricted from soliciting you to rejoin after you leave
- Separate the employee and client restrictions and negotiate each term independently
- Shorten the restriction period to 6–12 months; 24-month solicitation bans are excessive and often unenforceable
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Found in These Contracts
This clause commonly appears in the following contract types:
Frequently Argued Questions
What is a non-solicitation clause?
A non-solicitation clause has two parts: it prevents you from recruiting former colleagues to leave the company, and prevents you from approaching former clients for business. Both restrictions typically apply for a defined period after you leave. The clause is meant to protect the company's workforce and client relationships from being taken when an employee departs.
How long does a non-solicitation clause last?
Non-solicitation clauses typically run 12 to 24 months. Courts generally accept 12 months as reasonable; longer periods face more scrutiny and are sometimes reduced or voided. Unlike non-competes, non-solicitation clauses tend to be more consistently enforced because they target specific protected relationships rather than broad competitive activity.
Can I accept work from a former client under a non-solicitation clause?
It depends on how the clause is written. Some clauses only prohibit proactive solicitation, meaning a former client can contact you and you can accept the work. Others are broader and prohibit any business with former clients regardless of who initiated contact. Check your specific clause carefully — the word "accept" versus "solicit" makes a significant legal difference.
Negotiation Strategies
Limit client restriction to accounts you personally managed
Separate the two restrictions and negotiate each independently
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