What Is a Non-Solicitation Clause?

What it restricts

The clause names a group of people and a period of time, then says what you cannot do with respect to that group during that period. Three groups show up, sometimes all three in the same paragraph.

Customers and clients

The core of most non-solicits. You agree not to approach the company’s customers to move their business to you or to your next employer. The scope varies enormously. Some versions cover only accounts you personally handled in the final months of the job. Others cover every customer on the books. A few extend to prospects the company was pursuing and never signed.

Employees and contractors

Frequently a second sentence in the same clause, and frequently missed. You agree not to recruit colleagues away. Some drafting stops at recruiting, and some also bars hiring them, which reaches situations you did not start. If a former teammate applies to your new employer six months later without you knowing, a hiring restriction can still be implicated where a recruiting restriction is not.

Suppliers and partners

Less common and usually shorter. Vendors, distributors, referral sources, or anyone else the company depends on commercially. Read this one closely if your work runs through a partner channel, because it can cover the relationships you need in order to do the job at all.

How it differs from a non-compete and an NDA

These three get grouped together as restrictive covenants and they do genuinely different jobs. A non-compete restricts the work itself: what role you can take, in what industry, often inside some radius or market. A non-solicitation leaves the work alone and restricts the people, so you can join a direct competitor and do the identical job as long as you leave the covered customers and colleagues alone. A confidentiality clause or NDA restricts neither, and instead governs information: you can compete and you can sell, but not using their client list, their pricing, or their internal material.

The distinction matters because the three overlap in practice. A customer list is usually confidential information, so approaching people from it can put you inside both the non-solicit and the NDA at once. When you are working out what you can do next, read all three, not only the one with the alarming heading.

Four questions to settle from your own copy

Non-solicits look alike and differ enormously. These four questions separate a clause that barely touches you from one that shapes what you can do next, and every one of them is answered by words already printed in your document.

The words that widen it quietly

A few additions change the reach of the clause without changing its length much, which is why they get read past.

• “Directly or indirectly.” Covers doing through someone else what you could not do yourself, such as handing a name to a colleague to call.
• “Or assist any other person in doing so.” Pulls in your involvement in your new employer’s outreach even when your own name is nowhere on it.
• “Any customer or prospective customer.” Extends the covered group to people who were never customers, named on a list you have no way to check.
• No general-advertising carve-out. Without one, a mass mailing, a public job posting, or a conference talk that happens to reach a covered person can arguably sit inside the clause. A carve-out saying that general advertising not targeted at covered people is not solicitation is a common and reasonable thing to ask for.
• Tolling. Language extending the restricted period by however long you were in breach, which means the end date you calculated from the term is not necessarily the end date.

On whether it holds up

This page does not tell you whether a non-solicitation or a non-compete is enforceable, because that turns on your state and on facts specific to your situation, and the rules have been moving. Anyone answering that question in an article without knowing where you work is guessing, and a wrong guess here is expensive.

What you can do is arrive prepared. An employment lawyer licensed where you work is the person who can answer the enforceability question for your situation, and how much of that conversation goes into reading the document depends on how much of it you have already worked out. Bring the four answers above: who it covers, whether it reaches inbound contact, how long it runs, and from when. Those four are the parts you can settle without a lawyer.

Where we fit

StraightTerms runs a fixed pass over the whole document and reports what the restrictive covenants say: which people the non-solicit covers, what conduct it names, how long it runs, and whether the usual carve-outs are present or missing. Every finding quotes the exact clause it came from, so you can hold it against your own copy. It describes what the terms say. It does not tell you whether they are enforceable where you live.

Your first review is free with no signup, and after that an email unlocks three a month. This is AI analysis and not legal advice. On anything that affects your ability to earn, the point is to reach a lawyer with specific questions rather than to skip one.

Common questions

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

A non-compete restricts the kind of work you can do and often where you can do it. A non-solicitation restricts who you can approach, usually the company's customers and sometimes its employees, while leaving you free to do the same work for anyone else. The non-solicit is the narrower of the two by design, although a broadly drafted one that covers every customer in a concentrated industry can feel similar in practice.

Does a non-solicitation clause stop clients from contacting me?

Your former clients never signed the agreement, so it does not set out obligations for them. It sets them out for you, and the question is what it says you have to do when one of them reaches out. Read the verbs. A clause limited to soliciting or inducing addresses contact you initiate. One that also covers accepting business from or providing services to a covered client reaches the inbound call as well. Those are very different obligations and the wording is the only way to tell which one you have.

Does a non-solicit cover my coworkers?

Only if it says so, and it often does, in a separate sentence people skim past. Employee non-solicitation language typically bars recruiting, soliciting, or inducing colleagues to leave. Some versions go further and bar hiring them at all for a set period. Check which verb yours uses, because the second kind constrains your next employer and not only you.

How long does a non-solicitation clause last?

The clause states its own term, so the only duration that matters is the one printed in your copy. What is worth checking past the number is when the clock starts, whether tolling language extends the period during an alleged breach, and whether the restriction survives a layoff or a termination without cause the same way it survives a resignation.

Will my non-solicitation clause hold up?

We do not answer that here, for anyone, because enforceability turns on your state and on facts specific to your situation, and the law in this area has been moving. An employment lawyer licensed where you work is the person who can answer it. What you can settle yourself beforehand is what the clause says: which people it covers, whether it reaches inbound contact, how long it runs, and from when. Arriving with those four answers means the conversation can start from what your clause says rather than from working that out.

I already signed one. What should I do now?

Pull up the actual clause rather than working from memory, because most people remember a stricter version than they signed. Work out what it covers, what conduct it names, and when it expires. If you are planning a move, the practical line is usually between contact you start and business that arrives on its own, so establishing which of those your wording reaches comes first.