Non Solicitation Non Disclosure Agreement Template for England and Wales

A Non Solicitation Non Disclosure Agreement is a comprehensive legal document that combines two critical business protections: preventing the unauthorised disclosure of confidential information and restricting the solicitation of employees, customers, or suppliers. Under England and Wales law, this agreement serves as your primary defence against unfair competition and the misuse of valuable business assets by former employees, contractors, or business partners.

When do you need this document?

You need this agreement whenever you're sharing sensitive business information with employees, contractors, or third parties who could potentially compete with you or solicit your valuable relationships. This is particularly important when onboarding new employees who will access customer databases, hiring contractors for strategic projects, entering joint ventures or partnerships, or engaging consultants who require access to proprietary information. The agreement is also essential when employees are leaving your organisation and transitioning to competitors, as it clarifies their ongoing obligations regarding confidentiality and non-solicitation.

Key legal considerations

The most critical aspect of any non-solicitation and confidentiality agreement is ensuring it meets the reasonableness test under common law restraint of trade principles. Your restrictions must be no wider than necessary to protect legitimate business interests, reasonable in duration and geographic scope, and must not prevent someone from earning a living. The confidentiality provisions must clearly define what constitutes confidential information, exclude information already in the public domain, and specify permitted disclosures required by law. Non-solicitation clauses should precisely define who cannot be solicited (employees, customers, suppliers) and for how long, typically ranging from 6 months to 2 years depending on the seniority of the individual and nature of the business relationships.

Legal requirements in England and Wales

Your agreement must comply with the Trade Secrets (Enforcement, etc.) Regulations 2018, which define protected trade secrets and provide remedies for breaches. Under the Employment Rights Act 1996, any restrictions on employees must be reasonable and proportionate to protect legitimate business interests. You must also ensure compliance with the Data Protection Act 2018 and UK GDPR when the agreement involves processing personal data of employees or customers. The agreement should include provisions for the return or destruction of confidential information and specify that breaches may result in both damages and injunctive relief. Courts in England and Wales will scrutinise the commercial justification for any restrictions, so you must demonstrate genuine business interests requiring protection, such as customer relationships, trade secrets, or strategic information that provides competitive advantage.