Are non-solicitation agreements enforceable?

Often, yes, if they protect a genuine business interest, last a reasonable time and only cover customers and colleagues the person actually knew. Rules differ by country and US state, so check the law where the person works. Restrictions on soliciting employees and customers are generally treated more favorably than non-competes.

How long should a non-solicitation agreement last?

Most last 6 to 18 months after the person leaves. Twelve months is common. Longer periods are harder to justify and more likely to be cut down by a court.

What if a customer contacts the former employee first?

Under this template, the former employee may accept business from a customer who approaches them on their own initiative, as long as it didn't result from a breach. General advertising isn't solicitation either.

Can I ask an existing employee to sign a non-solicitation agreement?

Yes, but in many places continued employment alone isn't enough consideration. Give something new in return, such as a raise, bonus or payment, and write it into the agreement.

Does a non-solicitation agreement stop someone from working for a competitor?

No. That's a non-compete. A non-solicitation agreement lets the person work for anyone, as long as they don't approach the company's customers or employees during the restricted period.

Non-solicitation agreement template (free, for employees and contractors)

Non-solicitation agreement

between

Company (Name), Company (Address (one line)) (the “Company”)

and

Individual (Name), Individual (Address (one line)) (the “Individual”)

each a “Party” and together the “Parties”. This Agreement is dated Agreement date.

Purpose

Relationship to the company The Individual’s employment or engagement with the Company is the “Relationship”.

Through the Relationship, the Individual gets to know the Company’s customers and employees and gains the trust of both. This Agreement protects those relationships for a limited time after the Relationship ends. It does not stop the Individual from working for anyone, including a competitor, or from starting a business.

In return for the Individual’s promises in this Agreement, and in addition to anything the Individual is already entitled to, the Company gives the following: What the individual receives.

This Agreement takes effect when both Parties have signed it and does not apply to anything done before then.

Definitions

“Restricted Period” means the time during the Relationship and Restriction after leaving after it ends, for whatever reason.

“Review Period” means the 12 months before the conduct in question or before the Relationship ends, whichever is earlier, or the whole Relationship if it was shorter.

“Restricted Customer” means a customer of the Company, or a prospective customer in active negotiations with it, with which the Individual had material dealings, or for which the Individual was directly responsible, during the Review Period.

“Restricted Employee” means a person employed or engaged by the Company at the time of the conduct in question, whom the Individual worked with closely or supervised during the Review Period.

“Solicit” means to deliberately approach a specific person, or knowingly direct or help someone else to do so, for a purpose that 3. or 4. prohibits.

Customers

During the Restricted Period, the Individual will not Solicit a Restricted Customer to buy Restricted products or services from anyone other than the Company, or to end or reduce its business with the Company. This only covers products or services that compete with those the Company supplied and that the Individual was involved with during the Review Period.

The Individual may accept business from a Restricted Customer that approaches the Individual on its own initiative, as long as that business did not result from a breach of this Agreement. General advertising and public announcements that are not aimed at Restricted Customers are not solicitation.

Employees

During the Restricted Period, the Individual will not Solicit a Restricted Employee to leave the Company to work for the Individual or for another business.

General job advertisements and recruiting that are not aimed at the Company’s people are not solicitation, and neither is hiring someone who responds to them or who approaches the Individual on their own initiative.

What this Agreement does not restrict

Nothing in this Agreement prevents the Individual from:

working for, or providing services to, any business, as long as the Individual follows 3. and 4.;

using general skills, knowledge and experience gained during the Relationship;

reporting possible violations of law to a government authority, taking part in a government investigation, or making any other disclosure protected by law;

talking with coworkers about pay and working conditions, or taking any other action protected by labor law;

doing anything as part of the Individual’s work for the Company, or with the Company’s prior written consent.

Notice to a new employer

During the Restricted Period, before starting work that could reasonably lead to a breach, the Individual will tell the new employer or client about the restrictions in this Agreement. The Company may also tell that employer or client about them, after giving the Individual written notice first.

Remedies

A breach of 3. or 4. can cause harm that money alone cannot fully repair. The Company may therefore ask a court for an order to stop a breach, in addition to any other remedy the law allows.

The Company will tell the Individual in writing about a suspected breach and give the Individual 10 days to respond before starting court proceedings, unless urgent action is needed to prevent harm.

Reasonable limits

The Parties consider the restrictions in this Agreement reasonable and no wider than needed to protect the Company’s customer and employee relationships. The Company will not impose or enforce any restriction that the law applying to the Individual does not allow.

If a court finds a restriction too broad, it may limit it to what is enforceable, or remove it, as far as the law allows. The rest of this Agreement remains in force.

General

This Agreement is the entire agreement between the Parties about non-solicitation and replaces any earlier terms on that subject. Confidentiality obligations and agreements on other subjects continue to apply.

Changes to this Agreement are valid only in writing, signed by both Parties.

The Company may transfer this Agreement only together with the business, or the part of it, that the Individual worked for. The buyer takes on the Company’s obligations, and the transfer does not widen or extend any restriction. The Individual may not transfer this Agreement.

Notices must be in writing and may be sent by email to Company notice email for the Company and Individual notice email for the Individual, or to a new address a Party gives by notice. An email notice counts as received on the next business day after it is sent, unless the sender gets a delivery failure message.

The Company advises the Individual to get independent legal advice before signing and gives the Individual reasonable time to review this Agreement.

This Agreement is governed by the laws of Governing law. The courts of Courts for disputes have jurisdiction, without affecting any rights the Individual has under employment law that cannot be waived.

This Agreement may be signed in counterparts and electronically, as far as the law allows, and each signed copy is an original.

The Parties sign this Agreement below.

Company

NexaCloud Ltd.

Signature pending

Individual

Signature pending

Non-solicitation agreement: A non-solicitation agreement is a contract in which an employee or contractor agrees not to approach the company’s customers or employees for a set period after leaving, to take them away. Unlike a non-compete, it doesn’t stop the person from working for a competitor or starting a business.

Use this template if:

🤝 Your salespeople, account managers or consultants know your customers personally
👋 A team lead leaving could take colleagues along
📝 You want the protection signed at hiring, during employment or when someone leaves
⚖️ You’d rather have a narrow restriction that holds up than a broad one that doesn’t

What is a non-solicitation agreement?

A non-solicitation agreement protects the relationships a person builds while working for you, not the person’s next job. It covers two things: customers the person dealt with, and colleagues the person worked with. For a limited time after leaving, the person won’t approach either of them to take business or people away.

The person can still work for anyone, use their general skills and experience, and accept business from a customer who comes to them on their own. That’s what makes it easier to enforce than a broad restriction. The same promise often sits as a non-solicitation clause inside an employment contract. A separate agreement is useful when you add it later, for a contractor, or as part of a departure.

Non-solicitation vs non-compete

A non-compete stops someone from working for competitors. A non-solicitation agreement only stops them from approaching your customers and team.

	Non-solicitation agreement	Non-compete agreement
What it restricts	Approaching your customers and employees	Working for a competitor or starting one
Can the person join a competitor?	Yes	No, for the restricted period
How courts see it	More often enforced when the scope is reasonable	Banned or tightly limited in many places
Typical length	6 to 18 months	Varies widely, where allowed at all

If you need a full non-compete for a senior executive, use the non-competition agreement and check local law first.

Who and what the template covers

The restrictions only reach people the individual actually knew through the job.

Restricted customers: customers, and prospects in active negotiations, that the individual dealt with or was responsible for in the last 12 months.
Restricted employees: people still working for the company whom the individual worked with closely or supervised in the last 12 months.
Restricted products or services: you list what the individual may not offer those customers. It only covers what competes with your offer and what the individual was involved with.
Solicit: deliberately approaching a specific person, or getting someone else to. General ads, public announcements and a customer who calls on their own are not solicitation.

On the employee side, the template only stops active poaching. It doesn’t ban hiring someone who answers a public job ad, which a stricter no-hire clause would.

Send it with the offer letter.
Get it signed the same day.

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What makes a non-solicitation agreement enforceable?

Courts enforce restrictions that protect a real business interest and go no further than needed. This template is built around that test:

Something in return: you state what the individual receives for signing, in addition to what they already get, such as the job itself, a payment or a separation package.
A limited time: the restriction lasts 6, 12 or 18 months after the relationship ends.
A narrow scope: only customers and colleagues the person actually knew, and only competing products.
Clear exceptions: whistleblowing, talking about pay, and work done for the company are never restricted.
A fair process: the company warns the individual in writing and gives 10 days to respond before going to court.

If a court still finds a restriction too broad, the template asks it to narrow the restriction rather than drop the whole agreement.

Good to know

Some US states limit restrictive covenants with employees much more than others. California, for example, makes non-compete agreements with employees generally illegal, even ones signed outside the state. That’s why this template never stops anyone from working for a competitor, and the company promises not to enforce any restriction the law where the individual works doesn’t allow.

How to use this template

Pick the relationship: a new or current employee, a contractor, or someone leaving.
Write what the individual receives: be specific, and give something new if they already work for you.
Choose the restriction period: 12 months suits most roles. Use 6 for junior roles and 18 only where customer relationships take long to replace.
Describe the restricted products or services: keep it to what the person actually sold or supported.
Fill in notice emails, governing law and courts, then send it for signature with reasonable time to review.

Non-Competition Agreement

A non-competition agreement safeguards businesses by restricting employees from joining competitors, soliciting customers, or hiring former colleagues after leaving a company. These agreements are commonly used for executives, senior leadership, sales professionals, and employees with access to confidential information.

With fynk’s non-competition agreement template, employers can tailor restrictive covenants, define confidential information, and set reasonable post-employment obligations while ensuring enforceability and legal clarity.

Roll it out to your team in fynk

Send the same agreement to a whole sales team in one go, and keep every signed copy where HR can find it. With bulk creation, fynk creates one agreement per person from this template, each with its own details.

Each person signs with an electronic signature, right from their phone, without a fynk account.

Set a reminder for the end of the restriction period, so you know exactly when it stops applying.

FAQs

Often, yes, if they protect a genuine business interest, last a reasonable time and only cover customers and colleagues the person actually knew. Rules differ by country and US state, so check the law where the person works. Restrictions on soliciting employees and customers are generally treated more favorably than non-competes.
Most last 6 to 18 months after the person leaves. Twelve months is common. Longer periods are harder to justify and more likely to be cut down by a court.
Under this template, the former employee may accept business from a customer who approaches them on their own initiative, as long as it didn't result from a breach. General advertising isn't solicitation either.
Yes, but in many places continued employment alone isn't enough consideration. Give something new in return, such as a raise, bonus or payment, and write it into the agreement.
No. That's a non-compete. A non-solicitation agreement lets the person work for anyone, as long as they don't approach the company's customers or employees during the restricted period.

Managing agreements for a growing team?

Create, send and sign every HR agreement from one template, and keep restriction periods on the calendar.

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Non-solicitation agreement template