What It Does
A non-solicitation clause prohibits a party, most often a departing employee or the seller of a business, from targeting the other side’s customers or employees for a defined period after the relationship ends. It comes in two forms: customer non-solicitation, which protects client relationships, and employee non-solicitation, sometimes called a no-poach, which protects the workforce. Because it restricts targeted outreach instead of barring competition outright, it is easier to enforce than a non-compete. Enforceability turns on reasonableness and varies by state, and California broadly prohibits employee non-solicits. The same provision can also stand alone as its own contract, usually called a non-solicitation agreement, and the terms work the same way in either form.
Bars a departing employee or seller from soliciting the other side’s customers or clients
Bars poaching of the other side’s employees, often called a no-poach provision
Protects client relationships and workforce investment as legitimate business interests
Sets the duration and the defined class of off-limits customers or employees
Carves out general advertising and responses to unsolicited inquiries from what counts as solicitation
State law has moved against employee non-solicits in particular, with California treating them as void and other states scrutinizing scope and duration more closely.
When You'll See It
Non-solicitation appears most in employment agreements, executive separation agreements, M&A purchase agreements, and vendor or services contracts where one side gains access to the other’s customers or staff. Employers also use a standalone non-solicitation agreement at hiring or at closing when no broader contract carries the restriction. It is frequently paired with confidentiality and, where enforceable, a non-compete. The drafting and the enforceability vary most by state, and California is the sharpest outlier. See also: confidentiality, non-compete, and survival.
Examples
Avnet, Inc.
Executive, Officer Letter Agreement
Customer non-solicit
One-Sided
2022
"directly or indirectly solicit any customer or client of the Company or any of its affiliates or subsidiaries."
SP Plus Corporation
Executive, Executive Severance Agreement
Employee non-solicit · Tiered duration (1 year / 6 months)
One-Sided
2023
"the Eligible Executive shall not directly or indirectly solicit or recruit, or attempt to solicit or recruit, any employee of the Company to leave his or her employment with the Company, nor contact any employee of the Company ... for the purpose of leaving employment with the Company."
Blink Charging Co.
Executive, Employment Agreement
Employee non-solicit · General-solicitation carve-out
One-Sided
2024
"directly or indirectly solicit, recruit, or attempt to solicit or recruit any current employee of the Company to leave their employment with the Company. This non-solicitation obligation does not prohibit you from responding to unsolicited inquiries or from general solicitations that are not directed specifically at customers or employees of the Company."
Vista Outdoor Inc.
Executive, Executive Severance Agreement
Customer non-solicit · Scope-limited to served accounts
One-Sided
2023
"solicit, divert or take away ... the business or patronage of any of the clients, customers or accounts ... which were contacted, solicited or served by the Segment ... at any time during the Executive's employment."
Columbia Banking System, Inc.
Executive, Severance Agreement
Customer and business-relations non-solicit
One-Sided
2024
"solicit or attempt to solicit any customer of the Company or its affiliates to cease doing business with the Company or its affiliates or to otherwise divert such customer's business ... or ... any supplier, licensee, or other business relation."
Cutera, Inc.
Executive, Executive Agreement
Employee and customer non-solicit combined
One-Sided
2023
"(i) solicit or attempt to solicit any employee of the Company to leave the employ of the Company, or (ii) solicit or attempt to solicit any customer, supplier, licensee or other business relation of the Company to transact business with a Competitive Enterprise or to cease doing business with the Company."
Negotiate
Employer side
Define the off-limits class narrowly enough to be reasonable: customers the person served and employees they worked with.
Set a duration courts treat as reasonable, commonly 6 to 12 months, longer only with a strong protectable interest.
Anchor the clause to a confidentiality obligation so the customer list qualifies as a trade secret, which supports enforcement even in California.
Define "solicit" precisely, and pair it with the confidentiality and, where lawful, non-compete provisions.
Employee or seller side
Narrow the covered customers to those you had real contact with, and the covered employees to those you supervised or worked alongside.
Carve out general job postings, advertising, and responses to unsolicited inbound contact.
Push the duration down toward 6 months, and confirm the governing law and your work location keep the clause enforceable.
In California, challenge any employee non-solicit, which Business and Professions Code Section 16600 treats as an unlawful restraint.
Red Flags
An "any employee" or "all customers" sweep with no link to people the person actually dealt with, which courts often strike as overbroad.
No definition of "solicit," leaving it unclear whether a LinkedIn post or an inbound call breaches the clause.
An employee non-solicit applied to California workers, which Section 16600 and the 2024 amendment treat as void and which exposes the employer to fee-shifting.
A duration far beyond the protectable interest, which invites a court to void or narrow the clause.
A customer non-solicit with no underlying confidentiality protection, which weakens the trade-secret basis for enforcement.
FAQs
This content is for informational purposes only and does not constitute legal advice.
