A Non-Solicitation clause restricts individuals and organizations from soliciting (a) employees, (b) customers or (c) business opportunities from another company or organization for a period of time. The enforceability of these clauses varies from state to state.

Standard and Alternative Language

Non-Solicitation. During the term of this agreement, [PARTY][, on its own behalf or in the service or on behalf of others] shall not

induce or attempt to induce any officer, director, or employee to leave the Company, or

solicit the business of any customer[ or consultant] of the Company.

Non-Solicitation. During the term of this Agreement and for [NON-SOLICITATION PERIOD] after any termination of this Agreement, [Party] will not directly or indirectly[, on [Party]'s own behalf or in the service or on behalf of others], in any capacity:

Solicit Business. Solicit the business or patronage of any Customer for any other person or entity,

Divert Business. divert, entice, or otherwise take away from the Companies the business or patronage of any Customer, or attempt to do so, or

Terminate Business. solicit or induce any Customer to terminate or reduce its relationship with the Companies.


The Non-Solicitation clause is a stand-alone clause in 65% of Non-Competition Agreements.

In general non-solicitation clauses are enforceable. Employee Non-Solicitation Agreements: Are They Enforceable? Stephanie A. Bilenker, Larry R. Wood, Jr., Pepper Hamilton LLP, October 14, 2004

But not if they are too broad: Broad Non-Solicitation Clause is UnenforceablePhillip J. Griego & Associates, June 26, 2007

The employee, customer or business opportunity should have a backward time restriction.  Non-Solicitation Clause Without Backward Restriction Unenforceable (Share Corp. v. Momar, Inc.), Kenneth J. Vanko, March 16, 2010