Non-Solicitation Clause

In one sentence

A contract provision preventing one party from recruiting or doing business with the other party's employees or customers.

Plain English

A non-solicitation clause is a promise that one party will not recruit the other party's employees or attempt to win away their customers or clients. Unlike a non-compete (which blocks you from working in the industry at all), a non-solicitation only prevents you from poaching specific people or business relationships. For example, an employee might agree not to recruit coworkers if they leave the company. Courts generally view non-solicitation clauses as more reasonable than broad non-competes because they target only specific relationships rather than entire industries.

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Example

A talent agency's employment contract includes a non-solicitation clause preventing agents from recruiting the agency's clients if they leave to work elsewhere.

Used in a sentence

“The non-solicitation clause stopped the departing executive from hiring her former team members at her new company.”

Related terms

Non-Compete Clause

A contract provision restricting one party from competing in the same business or industry for a set time and location.

Exclusivity Clause

A contract provision requiring one or both parties to deal exclusively with each other and not with competitors.

Breach of Contract

Failure to do what a contract requires, without a valid legal excuse.

Good Faith and Fair Dealing

A legal duty to act honestly and fairly when making and performing contracts.

Consideration

Something of value exchanged by each party to make a contract binding.

Material Breach

A significant failure to perform a contract obligation that defeats its core purpose.

Offer

A proposal to enter into a binding agreement on specific terms.

Acceptance

Agreeing to the exact terms of an offer, creating a binding contract.

This page is a plain-English reference and is not legal advice. Laws vary by jurisdiction and change over time. For specific situations consult a licensed attorney.