Letter Of Non Solicitation Template for England and Wales

A Letter of Non-Solicitation is a formal legal document that establishes binding restrictions on departing employees, contractors, or business partners to prevent them from soliciting your company's clients, employees, or business relationships. Under England and Wales law, these letters serve as crucial tools for protecting legitimate business interests while ensuring compliance with restraint of trade principles established in landmark cases like Nordenfelt v Maxim Nordenfelt and the recent Supreme Court decision in Tillman v Egon Zehnder Ltd.

When do you need this document?

You need a Letter of Non-Solicitation when key personnel are leaving your organisation and have access to sensitive client relationships, proprietary customer lists, or strategic business contacts. This document becomes essential during employment terminations where departing staff could potentially damage your business by poaching clients or recruiting your employees to competitors. The letter is particularly valuable in professional services, sales roles, and senior management positions where personal relationships drive business success. It's also crucial when dissolving business partnerships or ending contractor relationships where parties have developed significant client connections during their engagement with your company.

Key legal considerations

Under English law, non-solicitation restrictions must satisfy the reasonableness test established in restraint of trade doctrine. The restrictions must be no wider than necessary to protect your legitimate business interests, which typically include customer connections, confidential information, and workforce stability. You must clearly define what constitutes prohibited solicitation, whether it covers direct contact, indirect approaches through third parties, or specific business activities. The geographic scope should align with your actual business territory and customer base, while the duration must reflect the realistic time needed for client relationships to naturally diminish. Courts will scrutinise whether the restrictions impose undue hardship on the individual's ability to earn a living, making proportionality crucial for enforcement.

Legal requirements in England and Wales

England and Wales law requires non-solicitation agreements to comply with common law restraint of trade principles and relevant statutory frameworks including the Competition Act 1998 and Employment Rights Act 1996. The letter must specify sender and recipient details, clearly state the purpose and context of restrictions, and define the precise scope of prohibited activities. You must establish the duration of restrictions with specific start and end dates, typically ranging from 6-24 months depending on the seniority of the role and nature of client relationships. Geographic coverage must be clearly defined and proportionate to your business operations. The document should reference the underlying employment contract or partnership agreement that contains the original restrictive covenants, as the letter serves to clarify and enforce existing obligations rather than create new restrictions. Failure to meet these requirements may render the restrictions unenforceable under the Tillman decision's guidance on severance and interpretation.