Non-Solicitation Agreement

A non-solicitation agreement restricts targeted solicitation of specified customers, employees, contractors, or business relationships for a stated period and subject to jurisdiction-specific limits.

A useful document turns the parties' actual arrangement into measurable duties, approvals, timing, remedies, and a reliable execution record. Its terms should be reconciled to the transaction rather than copied from an unrelated form.

• A worker with material customer relationships departs
• Owners sell a business and agree not to divert transferred customers or staff
• Parties to a joint project need limits on targeted hiring or client diversion

The document name alone does not determine the right structure. Consider a different instrument or qualified legal review when any of these conditions applies:

• Do not assume a nonsolicit avoids all non-compete restrictions; some laws treat customer or employee restraints similarly.
• Do not prohibit general advertising, unsolicited contact, protected organizing, reporting, or hiring without targeted solicitation unless law clearly permits it.

Record exact facts before clauses are written. Names, authority, dates, amounts, defined terms, dependencies, and incorporated materials should be verifiable and consistent.

• Restricted party, relationship, work states, compensation, role, customers, and workforce access
• Covered customers, prospects, employees, contractors, contacts, and lookback period
• Meaning of solicit, service, accept business, recruit, induce, general advertisement, and unsolicited response
• Duration, territory if any, exceptions, notice, consideration, enforcement, and governing law

These decisions shape the allocation of responsibility and should not be left for boilerplate to decide:

• Which customer and workforce relationships are protectable
• Whether accepting unsolicited business is restricted
• Which general communications and protected activities are excluded
• Whether the jurisdiction treats the covenant as a non-compete

• Protectable relationships and factual scope
• Customer and prospective-customer solicitation restriction
• Employee and contractor recruitment restriction
• General advertising, unsolicited contact, protected activity, and other exceptions
• Duration, consideration, notice, enforcement, modification, and governing law

Every provision should use the same parties, dates, standards, defined terms, and document hierarchy. A clause that is reasonable by itself can still create a conflict when it is not reconciled with payment, default, termination, or another exhibit.

1. 01Describe the intended result and the relationship in plain language.
2. 02Confirm parties, authority, governing jurisdiction, dates, money, property, services, and approvals.
3. 03Resolve the key decisions and identify every schedule, exhibit, disclosure, consent, or filing.
4. 04Draft the provisions as one consistent system, then review the complete execution set before signature.

Definitions that cover every customer or employee regardless of contact can be overbroad. Antitrust, labor, mobility, and wage considerations also affect no-poach and recruitment restraints.

The main agreement may establish the framework while schedules, exhibits, disclosures, consents, or operational records supply transaction-specific details.

• Covered-relationship and role assessment
• Jurisdiction and required-notice checklist
• Prior covenant and delivery record

Each incorporated document should be identified precisely, use the same names and effective date, and follow a stated order of precedence if terms conflict.

Review current law, tailor covered relationships to actual access, deliver required notice and consideration, brief managers on lawful recruiting conduct, and document any suspected targeted solicitation objectively.

• Confirm legal names, roles, capacity, addresses, and signing authority
• Reconcile dates, amounts, definitions, cross-references, schedules, and exhibits
• Confirm that duties, deadlines, approvals, acceptance standards, and payment triggers are measurable
• Check that default, termination, remedies, and surviving obligations work together
• Complete jurisdiction-specific forms, notices, witnesses, notarization, filings, or professional review when applicable
• Deliver and preserve the complete signed package with its incorporated documents

These sources provide federal, state-resource, regulatory, or institutional context. They do not replace checking the law and required forms applicable to the parties, transaction, and governing jurisdiction.

1. Source 1

   Noncompete Rule

   Federal Trade Commission. Official federal regulatory materials and current procedural status concerning non-competes.

2. Source 2

   Antitrust Guidelines for Business Activities Affecting Workers

   U.S. Department of Justice and Federal Trade Commission. Current federal antitrust guidance concerning no-poach, wage coordination, worker mobility, and other practices affecting labor-market competition.

3. Source 3

   Concerted Activity

   National Labor Relations Board. Employee rights concerning protected concerted activity.