Non-Solicitation Clause
Who you can contact after the relationship ends, what counts as solicitation, and where these clauses overreach.
- Who is included in the restricted group
- How solicitation is defined
- Whether passive responses are carved out
- How long the restriction lasts
If this clause already feels aggressive in isolation, upload the full contract and see how it combines with payment terms, liabilities, and exit rights.
Analyze My ContractWhat this clause actually does
A non-solicitation clause limits your ability to recruit employees, approach clients, or do business with defined contacts after the deal ends. It is often narrower than a non-compete, but it can still be drafted so broadly that it blocks normal work. Many people sign it without noticing how wide the client or employee definitions actually are.
Why people get burned by this clause
The wording decides whether you can work with prior contacts, whether passive acceptance is allowed, and how much of your future pipeline gets cut off after you leave.
What should make you slow down
- The clause covers every client of the company, not just the ones you worked with
- Passive acceptance is treated the same as active outreach
- The employee restriction covers people you never supervised or knew
- The duration is long with no clear business justification
- The clause is paired with a broad non-compete that creates layered restrictions
Where you usually see it
- Employment contracts
- Severance agreements
- Partnership and founder exits
- Independent contractor agreements
- Business sale documents
What the platform checks in the live contract
- Who is included in the restricted group
- How solicitation is defined
- Whether passive responses are carved out
- How long the restriction lasts
- How it interacts with state law and any non-compete language
What stronger language usually looks like
- The restricted group is limited to real relationships
- Passive acceptance is treated separately
- The duration is reasonable
- The language is not used as a disguised non-compete
Definitions worth opening next
Clause pages that share the risk pattern
Articles that go deeper
Common questions about this clause
A non-compete restricts where and for whom you can work. A non-solicitation restricts who you can contact or recruit after the relationship ends. Non-solicitation clauses are generally narrower and more likely to be enforced because they target specific relationships rather than blocking entire industries.
It depends on the wording. Many clauses only restrict active outreach, meaning you initiate contact. Others treat any business relationship with a former client as solicitation regardless of who reached out first. If the clause does not distinguish between active and passive contact, assume it covers both until you negotiate otherwise.
Courts typically look for a reasonable duration tied to the legitimate interest being protected. Six to twelve months is commonly accepted. Longer restrictions face higher scrutiny, especially when combined with a separate non-compete. Duration is often the most negotiable element of these clauses.
Many contracts try to restrict solicitation of all company employees, not just those you worked with directly. Courts have been more willing to limit these restrictions to actual relationships. If the clause covers the entire company workforce, that is worth flagging as overbroad.
Non-solicitation clauses are narrower than non-competes but can still cut off meaningful future work if the definitions are broad. Check who is covered in the restricted group, whether passive acceptance is treated as solicitation, and how long the restriction runs. These clauses are often negotiable on scope and duration without much resistance.
See how this clause behaves in the real contract.
The clause library gives you judgment. The full review shows how this clause combines with the rest of the agreement, then quotes the exact language, scores the risk, and explains what to push on next.