Non Solicitation Agreement Template for England and Wales

A Non Solicitation Agreement is a vital legal tool that protects your business relationships by preventing former employees, contractors, or business partners from soliciting your customers, employees, or suppliers. Under English and Welsh law, these agreements must be carefully structured to balance legitimate business protection with individual freedom to work, ensuring they comply with restraint of trade principles and competition legislation.

When do you need this document?

You need a Non Solicitation Agreement when hiring employees who will have access to customer databases, supplier networks, or confidential business relationships. It's essential for senior staff, sales personnel, or account managers who develop close client relationships that could be exploited after leaving your company. The agreement is also crucial when entering joint ventures or partnerships where shared access to business contacts creates potential solicitation risks. Technology companies, professional services firms, and businesses with established client bases particularly benefit from these protections to prevent departing staff from poaching valuable relationships.

Key legal considerations

The agreement must define clear restrictions on what constitutes prohibited solicitation, including direct contact with customers, employees, or suppliers for competing purposes. Duration clauses typically range from 6-24 months post-termination, with longer periods requiring stronger justification for business protection. Geographic scope must be reasonable and relate to your actual business territory or customer base. You must specify which relationships are protected, such as customers the individual worked with directly or employees they supervised. The agreement should include consideration clauses, particularly for existing employees, and specify remedies including injunctive relief and damages for breaches.

Legal requirements in England and Wales

Under English and Welsh law, non-solicitation clauses must satisfy the restraint of trade doctrine, requiring restrictions to be reasonable in protecting legitimate business interests without being wider than necessary. The Competition Act 1998 and Article 101 TFEU require that agreements don't create anti-competitive market effects or restrict competition unreasonably. Employment Rights Act 1996 provisions must be considered for employee agreements, ensuring restrictions don't undermine statutory employment rights. Common law principles require clear evidence of legitimate business interests to protect, such as customer goodwill, trade secrets, or staff stability. Courts will scrutinize the scope, duration, and geographic limitations, striking down overly broad restrictions that go beyond protecting genuine business interests.