Customer and Employee Non-solicitation Clause
(MD)

Summary

This Customer and Employee Non-solicitation Clause (MD) is intended for use in an employment agreement or similar document subject to Maryland law. This template includes practical guidance, drafting notes, and an alternate clause. This template is intended for private employers. It has been customized to comply with Maryland law. Employee non-solicitation clauses are a type of restrictive covenant intended to preserve a company's workforce under which an employee agrees not to encourage or entice other employees (and typically independent contractors and other service providers) of the former employer to leave their employment with the company. Customer or client non-solicitation clauses are restrictive covenants that prohibit the employee entering the covenant from soliciting the business of the former employer's clients or customers and/or otherwise interfering with such business relationships. Both types of non-solicits typically provide that remain in effect during the employee's employment with the company and for a period post-employment. Like non-competition clauses, non-solicits raise restraint-of-trade and other public policy concerns, and many states restrict their use by statute or common law. The enforceability of restrictive covenants in Maryland is solely a matter of common law for professions other than a statute prohibiting enforcement of non-competes against low-wage workers (Md. Code Ann., Lab. & Empl. § 3-716) and non-compete rules for attorneys (Md. Lawyer's R. Prof'l Conduct 5.6). See the drafting notes for details and additional state law guidance and other matters. For a full listing of key content covering restrictive covenant considerations, see Restrictive Covenants Resource Kit. For information on Maryland state laws concerning non-solicitation clauses, see Restrictive Covenants (MD). For information on non-solicitation clauses generally, see Customer and Employee Non-solicitation Agreements: Key Negotiation, Drafting, and Legal Issues. For information on non-solicitation clauses in Maryland and other states, see Non-competes and Trade Secret Protection State Practice Notes Chart and Non-competes and Trade Secret Protection State Expert Forms Chart. For information on restrictive covenants generally, see Restrictive Covenant Basics, Including Adequate Consideration, Protectable Interests, Geographic and Time Restrictions, and Permissible Scope; Restrictive Covenants: Drafting Common Provisions; and Non-compete and Non-solicitation Agreements Checklist (Addressing Suspected Violations).