Non-Solicitation Agreement Template for the United States

A Non Solicitation Agreement is a legal contract that prevents one party from soliciting employees, customers, clients, or business partners from another party. Unlike non-compete agreements that restrict general business activities, non-solicitation agreements focus specifically on relationship protection, making them generally more enforceable across United States jurisdictions.

When do you need this document?

You need a Non Solicitation Agreement when hiring employees who will have access to sensitive customer information or trade secrets. This document becomes essential during business acquisitions where the selling party must be prevented from soliciting former clients or employees. Independent contractors and consultants often require these agreements when they gain access to proprietary business relationships. Business partnerships and joint ventures frequently use non-solicitation provisions to protect shared resources and prevent partner competition for talent or customers.

Key legal considerations

The scope of non-solicitation must be precisely defined to specify which employees, customers, or partners are protected. Duration clauses should establish reasonable time limits, typically ranging from six months to two years depending on the business context and state law. Geographic restrictions must be carefully crafted to cover only areas where the business has legitimate interests. The agreement should clearly distinguish between prohibited solicitation and permissible business activities to avoid overly broad restrictions. Consideration provisions must ensure both parties receive value from the agreement, whether through employment, payment, or other benefits. Remedy sections should outline specific consequences for breach, including injunctive relief and potential damages calculations.

Legal requirements in United States

Federal law under the Sherman Antitrust Act requires that non-solicitation provisions do not unreasonably restrain trade or create anticompetitive market conditions. The Federal Trade Commission Act mandates that agreements avoid constituting unfair methods of competition. The Defend Trade Secrets Act provides additional protection when non-solicitation clauses are linked to trade secret protection. State law variations significantly impact enforcement, with California's Business and Professions Code Section 16600 generally voiding most non-solicitation agreements except in limited business sale contexts. Massachusetts requires garden leave compensation when restricting employee solicitation activities. Many states apply reasonableness tests examining scope, duration, and geographic limitations to determine enforceability. You must ensure the agreement includes adequate consideration and does not violate state-specific employee protection laws or public policy concerns.