AI Non-Solicitation Agreement Generator

A non-solicitation agreement prevents someone from actively reaching out to your clients or employees to lure them away, but does not prevent them from working for a competitor or starting a competing business. A non-compete agreement broadly restricts someone from engaging in competing work altogether. Non-solicitation agreements are generally more enforceable because they impose narrower restrictions on the individual ability to earn a living.

Non-solicitation agreements are generally more enforceable than non-compete agreements because they impose narrower restrictions. Most jurisdictions will enforce them if the scope is reasonable, the duration is limited, adequate consideration was provided, and the agreement protects legitimate business interests. Even California, which bans most non-competes, may enforce narrowly tailored non-solicitation provisions in certain business sale contexts.

Solicitation typically means actively and directly contacting clients or employees to encourage them to leave or transfer their business. This includes phone calls, emails, in-person meetings, and targeted social media outreach. Generally, passive activities like updating a LinkedIn profile, posting job openings on public boards, or accepting unsolicited inquiries from former clients are not considered solicitation, though this distinction varies by jurisdiction.

Most enforceable non-solicitation agreements last between 6 months and 2 years, with 12 months being the most common. Courts are more likely to enforce shorter durations. The appropriate length depends on your industry sales cycle, the depth of client relationships, and how quickly client contacts become stale. For employee non-solicitation, consider how long it takes to establish new relationships with your staff.

While you can draft an agreement covering all clients, courts are more likely to enforce restrictions limited to clients the restricted party actually worked with, had access to, or had a relationship with during their tenure. Overly broad restrictions covering clients the individual never interacted with may be deemed unreasonable. Best practice is to limit coverage to clients serviced within the last 12-24 months of the relationship.