What is Non-Solicitation Clause?
Definition
A non-solicitation clause prohibits you from actively reaching out to the other party's clients, customers, or employees after the contract ends. Unlike a non-compete, which restricts where you can work, a non-solicitation targets specific relationships: you cannot recruit their staff or pursue their customers for a defined period. These clauses are common in employment agreements, partnership dissolutions, and acquisition contracts. Enforceability varies by state, with courts evaluating whether the restrictions are reasonable in scope and duration. For example, if you leave an accounting firm and your employment agreement includes a two-year non-solicitation, you cannot contact the firm's clients to offer your services, even if those clients originally came to the firm through your personal network. Watch for non-solicitation clauses that prohibit not just active solicitation but also passive acceptance of business from restricted contacts (meaning you cannot work with them even if they approach you first). Also check whether the clause covers employees, clients, or both, as each category has different practical implications.
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