Non-Solicitation Provision
Service businesses, agencies, and tech companies rely on non-solicitation provisions to prevent consultants or senior staff from taking team members or clients with them when they launch competing firms.
Plain-English Definition
A non-solicitation clause restricts a departing worker, agency, or contractor from actively recruiting employees of the counterparty, or poaching their clients and customers for a set duration.
Standard vs. Protective Language
Compare typical counterparty-favored phrasing against our attorney-approved balanced alternative.
⚠ Often leaves you exposed to uncapped liabilities or third-party indemnities without defense control.
Dangerous Red Flags in this Clause
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Frequently Asked Questions
What is the difference between direct solicitation and general recruitment?
Direct solicitation involves specifically reaching out to an individual employee with an offer to poach them. General recruitment involves posting a job opening on LinkedIn or your company website; hiring someone who applies to an open job is generally permitted if carved out.
Are non-solicitation clauses enforceable in California?
In California, employee non-solicitation agreements are viewed with heavy skepticism by courts as indirect restraints on trade under Business and Professions Code § 16600, while customer non-solicitation is strictly limited to protecting verified trade secrets.
Agreements Containing This Clause
Commercial and employment contracts where the Non-Solicitation Provision is routinely included and negotiated.
Employment Agreement & Executive Contract
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Master Consulting Services Agreement (MSA)
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Master Services Agreement (MSA)
Complete guide to MSAs: Statement of Work (SOW) hierarchies, indemnification caps, IP carve-outs, and payment term traps.
Partnership & Founder Agreement
Essential guide to founder and partnership agreements: equity vesting, drag-along rights, deadlocks, and non-compete restrictions.
Related Companion Clauses
When redlining this provision, review these related clauses to prevent unintended liability shifts.
Non-Compete Clause
A non-compete clause restricts an employee, contractor, or exiting founder from working for, advising, or establishing a competing business within a defined market, geographic region, and time frame post-termination.
Confidentiality & Non-Disclosure Clause
A confidentiality provision restricts how parties handle, protect, and share proprietary commercial, financial, or technical information exchanged during a contract.