Conor Meyers — Co-Founder & Business AttorneyHas built and run businesses; advises owners on contracts, transactions, and risk. About Conor →

When a key employee leaves, the real risk often isn't competition — it's who and what they take with them.

When an employee departs, especially one with close customer relationships or knowledge of your team, the concern is often less about general competition and more about them taking your customers or coworkers with them. A non-solicitation agreement addresses exactly that. It restricts a departing employee from soliciting your customers or employees for a defined period, protecting the relationships you have invested in building. Non-solicitation agreements are typically narrower than non-competes and, partly for that reason, are often more enforceable — but only when they are reasonable and drafted for the applicable law. This guide explains how these agreements work, what makes them enforceable, and how they fit alongside your other protections.

We help businesses get this right from the start. This is general information, not advice on a specific situation.

The risk is often who they take, not that they compete.

What a non-solicitation agreement does

A non-solicitation agreement restricts a departing employee from soliciting the business’s customers, clients, or employees for a defined period after leaving. Rather than barring the person from working or competing generally, it targets the specific harm of them poaching the relationships you have built. Because it is narrower than a non-compete, it is often viewed more favorably and can be easier to enforce where reasonable. This connects to the broader discussion in our guide to drafting enforceable non-compete agreements, since both are restrictive covenants governed largely by state law. A non-solicitation agreement is a focused tool for protecting relationships specifically.

Narrow and reasonable is what holds up.

Customer vs. employee non-solicitation

Non-solicitation agreements commonly address two things: soliciting customers or clients, and soliciting other employees (sometimes called anti-raiding provisions). Customer non-solicitation protects the relationships and goodwill you have developed, preventing a departing employee from luring away the accounts they worked on. Employee non-solicitation protects your workforce from being poached by a former colleague. An agreement may include one or both, depending on what you need to protect. Defining clearly which customers and employees are covered, and what counts as solicitation, is important for the agreement to be both fair and enforceable. Tailoring the scope to your actual concerns strengthens the agreement.

What makes it enforceable

Like other restrictive covenants, non-solicitation agreements are governed largely by state law, and enforceability generally requires that the restriction be reasonable and protect a legitimate business interest, such as customer relationships or a stable workforce. Reasonableness typically considers the duration and scope of the restriction. Because the rules vary by state — and, as with non-competes, the law in this area can shift — an agreement should be drafted for the governing state, a consideration that also affects the confidentiality agreements you pair it with. A narrow, reasonable agreement tied to a real interest is far more likely to hold up than a sweeping one. Tailoring to the applicable law is essential.

Fitting it into your protections

A non-solicitation agreement works best as part of a coordinated set of protections rather than in isolation. Alongside it, confidentiality and non-disclosure provisions protect your sensitive information, and where enforceable, other restrictive covenants may address broader concerns. Choosing the right combination depends on what you are actually trying to protect — customers, staff, information, or all three — and on the applicable state law. Putting these agreements in place at the right time, typically at hiring or in connection with a role change, also matters for enforceability. A thoughtfully designed set of protections, with non-solicitation as a focused component, guards your business far better than any single overbroad restriction.

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