Non Solicitation Agreement Template for England and Wales

A Non-Solicitation Agreement under English and Welsh law is a legally binding contract that restricts one party from soliciting employees, customers, or suppliers from another party. The agreement typically specifies the duration, geographic scope, and specific types of solicitation prohibited. It must be reasonable in its restrictions to be enforceable under English common law principles and must protect legitimate business interests while not unduly restricting trade or competition.

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What is a Non Solicitation Agreement?

A Non Solicitation Agreement is commonly used in business relationships where one party has access to valuable relationships with employees, customers, or suppliers. Under English and Welsh law, these agreements must be carefully drafted to ensure enforceability, with reasonable restrictions in terms of duration and scope. The agreement typically follows termination of employment, business partnerships, or other commercial relationships where protection of business relationships is crucial. It should be distinguished from non-compete agreements, though they may contain similar elements.

What sections should be included in a Non Solicitation Agreement?

1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the restrictions

3. Definitions: Key terms used throughout the agreement, including 'Restricted Business', 'Restricted Period', 'Restricted Territory', etc.

4. Non-Solicitation Obligations: Core restrictions regarding solicitation of employees, customers, and suppliers

5. Duration: Time period for which restrictions apply

6. Geographic Scope: Territorial limits of the restrictions

7. Consideration: The value or benefit provided in exchange for the restrictions

8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and courts having jurisdiction

What sections are optional to include in a Non Solicitation Agreement?

1. Confidentiality Provisions: Additional provisions regarding confidential information - use when confidential information will be shared between parties

2. Non-Compete Provisions: Additional restrictions on competing activities - use when broader protection against competition is required

3. Garden Leave: Provisions for paid leave during notice period - use when agreement is part of employment relationship

4. Severability: Provisions for survival of agreement if parts are found unenforceable - use when agreement contains multiple separate restrictions

What schedules should be included in a Non Solicitation Agreement?

1. Schedule of Restricted Customers: List of specific customers covered by non-solicitation provisions

2. Schedule of Restricted Employees: List of key employees covered by non-solicitation provisions

3. Schedule of Restricted Territory: Detailed definition of geographic areas covered by restrictions

4. Schedule of Restricted Business Activities: Detailed description of business activities covered by restrictions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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