Non-Solicitation Clauses
(Confidentiality Agreement)

Summary

These non-solicitation clauses can be used in a confidentiality agreement or a non-disclosure agreement (NDA) to preclude the parties or a party from soliciting employees and personnel of the other party, as well as the parties' customers and suppliers. This template includes practical guidance and drafting notes. Counsel should research the enforceability of restrictive covenants, such as a non-solicitation clause, in the jurisdiction relevant to the client's agreement to ensure they are reasonable and will likely be enforced in that state. Courts can be reluctant to enforce provisions that are deemed to unreasonably limit a person's ability to make a living, especially if the provision applies for an extended period of time or is unduly broad in its scope. For further guidance, see Non-competition and Non-solicitation Clauses and Restrictive Covenant Basics, Including Adequate Consideration, Protectable Interests, Geographic and Time Restrictions, and Permissible Scope. For confidentiality agreement and NDA templates, see Mutual Confidentiality Agreement, Mutual Non-disclosure Agreement (Ongoing Relationship), Mutual Non-disclosure Agreement (Possible Business Opportunity), and Unilateral Confidentiality Agreement (Pro-Disclosing Party).