Non Solicitation Agreement Form Template for England and Wales

A Non Solicitation Agreement Form is a legally binding contract that prevents individuals from soliciting your company's employees, clients, or customers for a specified period after leaving your business or ending a commercial relationship. In England and Wales, these agreements serve as essential protection for businesses while adhering to strict legal requirements governing restraint of trade.

When do you need this document?

You need a non solicitation agreement when hiring employees who will have access to your client database, customer relationships, or sensitive business information. This document becomes crucial when onboarding senior staff members, sales personnel, or contractors who interact directly with your customers. You should also implement these agreements when forming business partnerships where customer protection is vital, or when key employees are leaving and you need to protect your remaining workforce from being poached. The agreement is particularly important in competitive industries where client relationships directly impact revenue and where employee mobility could harm your business interests.

Key legal considerations

Under English and Welsh law, your non solicitation agreement must be reasonable in scope, duration, and geographic limitations to be enforceable. The restrictions must protect legitimate business interests without constituting an unreasonable restraint of trade. You must clearly define what constitutes "solicitation" and specify exactly which clients, customers, or employees are covered. The consideration clause is crucial – you need to provide something of value in exchange for the restrictions, whether through employment, payment, or other benefits. Your agreement must include specific remedies for breach, such as injunctive relief and damages, while ensuring compliance with the Competition Act 1998 to avoid anti-competitive concerns. The duration should be proportionate to the legitimate interest being protected, typically ranging from six months to two years depending on the seniority of the role and nature of client relationships.

Legal requirements in England and Wales

In England and Wales, non solicitation agreements must comply with the Employment Rights Act 1996 and cannot operate as unlawful restraints of trade under common law principles. The Competition Act 1998 requires that your restrictions don't create anti-competitive effects in the relevant market. You must ensure the geographic scope is limited to areas where your business actually operates and has legitimate interests to protect. The agreement should distinguish between direct and indirect solicitation, with clear definitions of prohibited conduct. Post-Brexit, you must still consider retained EU competition law principles under Article 101 TFEU when drafting broader commercial non solicitation agreements. The document requires proper execution with signatures from all parties and should include severability clauses to ensure partial enforceability if certain provisions are deemed unreasonable by courts.