Non-Solicitation Clause
Also called: Non-Solicit · Anti-Poaching Clause · Non-Circumvention
A non-solicitation clause restricts approaching a counterparty’s clients, employees, or suppliers after the relationship ends. It is narrower than a non-compete — restricting specific relationships rather than an entire field of activity — and is generally easier to enforce.
In more detail
Because it protects an identifiable business interest — existing customer and employee relationships — rather than restraining a person’s livelihood generally, a non-solicitation clause tends to survive scrutiny where a broad non-compete would not.
Drafting precision matters. Restricting solicitation of "any client" is much broader than "any client you personally worked with in the final twelve months," and the narrower version is both fairer and more likely to be upheld.
A related variant, the non-circumvention clause, appears frequently in NDAs and introducer agreements: it prevents a party from bypassing the other to deal directly with a contact they were introduced to.
What our lawyers check
- Whether the restricted group is defined narrowly enough to be reasonable
- Duration, and whether it matches the commercial interest being protected
- Whether it covers active solicitation only, or also accepting unsolicited approaches
- Whether a non-circumvention obligation is bundled in without being obvious
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms