What Is a Non-Solicit?

Plain-English Explanation

A Non-Solicit clause is a part of an employment contract that says you agree not to try to take away your employer's customers or employees after you leave the job. This means if you leave your job, you won't contact your old company's clients or coworkers to get them to join you at a new company or business.

The clause usually lasts for a specific period, like six months or a year, after you leave the job. During this time, you agree not to reach out to the company's clients or employees for business purposes. It's like a promise to not interfere with your old company's business relationships.

Non-Solicit clauses are common in industries where relationships with clients and employees are important. They help companies protect these relationships by making sure former employees don't disrupt them.

Why This Clause Exists

Companies use Non-Solicit clauses to protect their business interests. When employees leave, they might have valuable information about clients and coworkers. If they use this information to take clients or employees to a new job, it could hurt the original company.

By including a Non-Solicit clause, companies try to make sure that their business relationships stay intact. This helps them maintain their client base and keep their team together, which is important for the company's success.

Common Risks to Watch For

• The clause may be too broad, covering more people or clients than necessary.
• It could last for an unusually long time, making it hard to find new work.
• The terms might be unclear about what actions are considered "soliciting."
• There may be no clear end date, leaving the restriction open-ended.
• The clause could apply to all clients, even those you never worked with.

Example in Plain English

Imagine you work for a marketing company and decide to start your own business. Your employment contract has a Non-Solicit clause. After you leave, a former client contacts you, asking for help with a project. Because of the Non-Solicit clause, you can't agree to work with them for six months. If you do, you might be breaking the promise you made in your contract.

When This Clause Causes Issues

• When the clause is too vague, and you don't know what counts as soliciting.
• If you accidentally contact a former client without realizing it breaks the clause.
• When you start a new job and your new employer wants to hire people from your old company.

What to Do Before You Sign

• Ask whether the clause applies to all clients or just specific ones you worked with.
• Find out how long the Non-Solicit period lasts.
• Clarify what actions are considered "soliciting" under the clause.
• Check if there is a geographic area where the clause applies.
• Inquire if there are any exceptions to the clause, like contacting clients for non-business reasons.