A non-solicitation clause is a contractual restriction that prevents someone from actively recruiting employees, contractors, or customers away from a business for a specified period after their relationship with that business ends.
A non-solicitation clause creates a legal obligation not to actively approach or entice specific people - usually staff members or clients - to leave the company or stop doing business with it.
It typically activates when you leave the company, sell your shares, or end your working relationship.
The restriction usually lasts between 6 to 24 months, though this varies based on what's considered reasonable.
A non-solicitation clause only stops you from actively recruiting people or clients away from the business - you can still work in the same industry and compete generally.
A non-compete clause is broader and more restrictive, preventing you from working in the same sector or geographic area entirely.
Non-solicitation clauses are generally more enforceable because they're seen as more reasonable restrictions.
No, a non-solicitation clause doesn't stop people from approaching you of their own accord.
The restriction is on your active solicitation - meaning you can't reach out and encourage them to leave or switch suppliers.
If a former colleague contacts you independently about opportunities, that's typically not considered a breach.
Non-solicitation clauses usually run for 6 to 12 months after departure, though some extend to 24 months.
The duration needs to be reasonable to be enforceable - courts won't uphold restrictions that are excessive or unnecessarily harsh.
Generally, longer periods are harder to justify unless there's a genuine business reason.
Breaching a non-solicitation clause can result in the company seeking an injunction to stop you, plus claiming financial damages for any losses they've suffered.
The company would need to prove you actively solicited people rather than them approaching you naturally.
Enforcement depends heavily on how reasonable and clearly written the clause is in the first place.
