Define: Solicited

What Solicited Means in a Contract

Solicited refers to any communication, offer, employee approach, or piece of information that arises because one party actively invited or asked for it, rather than receiving it unprompted. When a clause distinguishes between solicited and unsolicited conduct, it is drawing a line between action that was initiated by request and action that occurred independently. This distinction matters because many obligations, protections, or exclusions in a contract only apply to one category and not the other.

The term appears across many types of agreements, from non-solicitation clauses in employment contracts to procurement documents where a supplier's proposal is submitted in direct response to a formal invitation, such as a Request for Proposal. In each case, the word signals that the party receiving the communication took the first step, which shifts how the resulting exchange is treated legally and commercially.

Understanding solicited status is important because it can determine whether a duty of confidentiality applies, whether a fee is owed, or whether a restrictive covenant has been breached. A single word can therefore carry significant weight in disputes.

How Solicited Is Defined or Measured

Whether something is solicited is typically assessed by looking at who initiated the contact and under what circumstances. If a party issues a direct invitation, advertisement, or formal request and receives a response, that response is generally considered solicited. Conversely, if a third party approaches without any prior invitation, the resulting communication is unsolicited, even if it covers the same subject matter.

Contracts often measure this through documented evidence, such as records of an initial request, correspondence trails, or the existence of a formal instrument like a Subject Access Request or a repair notice. The presence of a clear, dated request makes it easier to establish that a subsequent action or offer was solicited rather than volunteered.

• Existence of a prior formal request or invitation
• Timing between the request and the response
• Whether the responding party acted independently or was prompted
• Documentation showing the sequence of communications

Where Solicited Appears in Agreements

The concept surfaces in several recurring contexts. Employment agreements frequently include non-solicitation clauses restricting a departing employee from soliciting former colleagues or clients, meaning they cannot actively initiate contact to encourage them to leave or switch providers. Procurement and tendering processes rely heavily on solicited proposals, since a formal invitation defines the scope of what is being requested and evaluated.

Data protection and administrative processes also use the term, for example when an individual makes a solicited request for information, such as a formal Subject Access Request, as opposed to information being volunteered by an organisation on its own initiative. Similarly, communications policies, including an IT and Communication Systems Policy, may distinguish solicited internal requests from unsolicited external messages when setting rules for acceptable use.

Dispute resolution documents can also hinge on this distinction. A Letter Before Action is itself a solicited step in the sense that it formally invites a response before further legal action is taken, and the recipient's reply is then treated as a solicited communication within that process.

Why the Exact Wording Matters

Because solicited and unsolicited conduct can trigger different rights and obligations, imprecise wording creates real risk. A non-solicitation clause that fails to define what counts as soliciting, such as merely responding to an unprompted approach, may be unenforceable or may inadvertently capture innocent conduct. Similarly, a procurement clause that does not clarify whether unsolicited proposals will even be considered can lead to disputes about fairness and process integrity.

Courts interpreting these clauses under the law governing the contract will look closely at who took the first substantive step. Ambiguous drafting invites arguments over intent, making it harder to enforce restrictions or claim protections tied to solicited status.

Drafting Considerations

Drafters should define solicited clearly within the contract, ideally specifying what actions count as initiating contact and what responses fall outside that definition. It is also useful to address borderline scenarios, such as general advertisements or social media activity, which may not amount to solicitation even if they reach the same audience.

Where the term interacts with restrictive covenants or procurement rules, cross-referencing related definitions and processes, such as those found in a formal request document, helps avoid inconsistency. Clear, specific language reduces the likelihood of disputes over whether a particular communication was truly solicited or arose independently.