When an employee leaves your business, especially one who worked closely with clients or ran a sales territory, the risk isn't just that you lose their labor — it's that they take relationships with them. A non-solicitation agreement is a narrower, generally more enforceable tool than a full non-compete for addressing exactly that risk: it doesn't stop a former employee from working for a competitor, but it does stop them from actively poaching your customers or your remaining staff.
What a Non-Solicitation Agreement Actually Restricts
A non-solicitation agreement typically prohibits a departing employee, for a defined period after leaving, from actively soliciting the company's customers to move their business elsewhere, and from soliciting current employees to leave and join them at a new employer. Some agreements cover both customers and employees; others address just one or the other, depending on what risk the business is actually trying to manage.
How This Differs From a Non-Compete
A non-compete tries to stop a former employee from working for a competitor or starting a competing business at all, within some geographic area and time period. A non-solicitation agreement is narrower: the person can go work for a direct competitor, but they can't use the relationships they built at your company to actively pull your clients or coworkers away. Because it's narrower and more directly tied to a legitimate business interest, non-solicitation agreements are generally viewed more favorably by courts and are enforceable in more states than broad non-competes, some of which have banned or sharply restricted non-competes altogether in recent years.
Customer Non-Solicitation
This provision typically prevents a former employee from reaching out to the company's clients, particularly those they personally worked with, to persuade them to move their business to a new employer or their own new venture. It usually doesn't prevent the former employee from working with a client who reaches out to them independently, without solicitation on the former employee's part — the line is specifically about who initiated contact and for what purpose, which is also why clear drafting matters.
Employee Non-Solicitation
This provision prevents a departing employee, often a manager or executive, from recruiting their former coworkers to follow them to a new company. This matters most when a business has invested heavily in training a team or when losing several employees at once, not just one, would be seriously disruptive. Like customer non-solicitation, it typically only restricts actively recruiting former colleagues, not simply working somewhere that a former colleague also happens to work.
What Makes These Agreements Enforceable
Courts generally look for a few things: a legitimate business interest being protected (real customer relationships or specialized training, not just a general desire to limit competition), a reasonable time period (commonly six months to two years, depending on the industry and role), and reasonable scope (limited to customers or employees the person actually had contact with, not the entire company's client base if the employee only worked with a small segment of it). Overly broad agreements — too long, too sweeping in who or what they cover — are more likely to be narrowed or thrown out by a court if challenged.
State Law Varies Significantly
Enforceability of these agreements differs substantially by state. Some states enforce them readily as long as they're reasonable, while others impose additional requirements like requiring the employee to receive something of value (beyond just continued employment) in exchange for signing, or restricting these agreements for lower-wage workers specifically. A handful of states have moved to restrict or ban various forms of these restrictive covenants for broad categories of employees. Because of this variation, an agreement drafted for use in one state may not be valid, or may need modification, in another.
When to Use One
Non-solicitation agreements make the most sense for employees who have direct, ongoing relationships with your customers — sales reps, account managers, client-facing consultants — and for managers or supervisors who oversee a team that a competitor might want to hire away wholesale. They make less sense as a blanket requirement for every employee regardless of role, both because it's harder to justify the business interest for employees without meaningful customer or team relationships, and because overuse can make an agreement look more like an attempt to restrict competition generally than to protect a specific, legitimate interest.
Getting the Agreement Right
Work with an employment attorney familiar with your state's specific rules to draft language tailored to the roles that actually need this protection, rather than using a generic template pulled from the internet. Have new hires sign as part of onboarding, when the requirement to provide consideration is most clearly satisfied, and revisit existing agreements periodically as your business, and the law in your state, evolves.
A well-drafted non-solicitation agreement protects the relationships your business worked hard to build, without overreaching into the kind of broad restriction that courts — and increasingly, legislatures — are less willing to enforce.
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