Negotiation & Deals

Non-solicitation

A non-solicit protects the relationships a business built without barring a person from working — which is exactly why it holds where the broad non-compete often doesn't.

  • Beginner
  • 7 min total
  • 11 chapters

What decision this helps you make: Whether a non-solicitation protects the real interest better than a non-compete would — and how to scope it to active poaching, not to clients' free choice.

What this topic is

Non-solicitation restricts a departing party from actively soliciting the other side's clients or employees after the relationship ends — the narrower, more-enforceable alternative to the non-compete, targeting the specific harm of poaching relationships.

Why it matters

It protects the real interest (client relationships, team stability) more precisely than a non-compete and clears the enforceability bar overbroad non-competes fail — but only if scoped to active solicitation, not stretched into a de facto non-compete.

Who should learn it

Anyone protecting client or employee relationships when someone leaves — employers, agencies, partnerships, and the departing parties signing these clauses.

What you will understand

  • Non-solicit as the enforceable alternative to the non-compete
  • The solicitation-vs-acceptance line: active poaching vs. free choice
  • Scoping to actual relationships and reasonable duration
  • The overreach that turns a non-solicit into an unenforceable non-compete

Prerequisites

Common misconception

"A non-solicit stops former employees from taking any of our clients." It bars active solicitation — reaching out and pitching using inside relationships — but generally cannot stop a client who freely chooses to follow someone. The enforceable version protects against poaching; the overreaching version that tries to bar all business with former contacts is a de facto non-compete that courts often strike down. Knowing which side of that line you're on is the whole game.