Non-Solicitation Clauses

Summary

This template contains non-solicitation clauses that may be used in an employment agreement or in contracts between a company and a party with which it does business and has access to company personnel to protect the company against solicitation of its customers or officers, directors, and employees. This template includes practical guidance and drafting notes. Courts will not construe non-solicitation language to be broader than it is. A non-solicitation clause that prohibits the solicitation of the former employer's clients by the former employee does not prevent the former employee from working on any matter for any clients of the employer, so long as the former employee did not solicit the work. A common exception to non-solicitation terms is a response to a public employment posting. Careful and specific drafting language is required when crafting a non-solicitation provision. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For additional guidance, see Non-competition and Non-solicitation Clauses. For a related template, see Employee Confidentiality, Non-solicitation, and Non-competition Agreement.