Non-Solicitation Agreement

A non-solicitation agreement is a contract term that limits what a worker can do after leaving a job, specifically soliciting the employer's customers or employees. It does not stop the person from taking a new job, which is the main difference from a non-compete.

A common misconception is that a ban on non-competes also ends non-solicits. That depends on the state. Some laws that restrict non-competes leave non-solicits alone, and others treat them as restraints to review.

What Are the Two Types of Non-Solicitation Clauses?

A customer non-solicit restricts a departing worker from soliciting the employer's clients, prospective clients, vendors or other business relationships. It may also bar interfering with those relationships. Illinois defines this type of clause in these terms in its Freedom to Work Act.

An employee non-solicit restricts a departing worker from recruiting the employer's remaining employees. The same Illinois statute covers it. Many agreements include both types in a single clause, so check which restriction an agreement actually imposes.

How Is a Non-Solicit Different From a Non-Compete or an NDA?

The three agreements restrict different things. Our entry on the non-compete agreement covers the first in detail, and the FTC's definition of a non-compete centers on preventing a worker from taking other work or running a business.

Minnesota's non-compete ban shows how lawmakers treat the three differently. Its statute leaves out nondisclosure agreements, trade secret protections and nonsolicitation agreements from the banned covenants. The FTC's definition also reached any term that functions to prevent a worker from taking other work, so wording matters.

What Makes a Non-Solicitation Agreement Enforceable?

Illinois offers a clear example. Under its Freedom to Work Act as amended in 2021, a non-solicit is void unless the employee receives adequate consideration and the clause is ancillary to a valid employment relationship. It must also be no broader than needed to protect a legitimate business interest, impose no undue hardship on the employee, and not injure the public.

The same law requires the employer to advise the employee in writing to consult an attorney and to give the employee 14 calendar days to review the clause. It also bars non-solicits for employees earning $45,000 a year or less, a figure that rises to $47,500 on January 1, 2027. An employee who defeats an employer's enforcement claim recovers costs and attorney's fees. Later amendments exist, so check the current text.

How Do State Laws and the FTC Rule Affect Non-Solicits?

California voids every contract that restrains anyone from engaging in a lawful profession, trade or business, except as the chapter provides. The statute is read broadly, and a void contract is unenforceable regardless of where and when it was signed. A California worker's non-solicit may therefore be void, so get legal advice before using one there.

At the federal level, the FTC's rule banning most non-competes is not in effect. A court blocked enforcement in August 2024, and the agency said in September 2025 it was dropping its appeals, as its Noncompete Rule page explains. State laws keep changing, so check current status before you draft or enforce a clause.

What Should a Non-Solicitation Clause Contain?

A clause should name who is bound, who may not be solicited, and for how long. Tie customer restrictions to customers the employee actually worked with, and tie employee restrictions to the employer's own staff. Illinois lists the employee's exposure to customer relationships and confidential information, plus the time, place and scope of the restriction, as factors in judging the employer's interest.

Add the consideration given, the date the employee received the clause, and the governing state law. Keep the wording narrow, because Illinois courts may refuse to rewrite an overbroad covenant. Have counsel review it for each state where the employee works.

How Does HR Cloud Fit Into Non-Solicitation Agreements?

HR Cloud is not a legal advisor. It does not draft non-solicitation clauses, decide whether one is enforceable in a given state, or monitor former employees for solicitation. Those steps stay with HR and counsel.

HR Cloud's e-signature page describes signing and storing documents from any device, alerts for missing signatures, and tracking of when a request was sent, viewed, printed and signed. That can help HR show when an employee received and signed an agreement. It does not confirm that the agreement meets state requirements.

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Frequently Asked Questions

Q: Is a non-solicitation agreement the same as a non-compete?

A: No. A non-compete limits where a person can work, while a non-solicit only limits soliciting customers or employees.

Q: Are non-solicitation agreements enforceable in California?

A: They face serious risk. California voids contracts restraining a lawful profession, trade or business, and the statute is read broadly, so get legal advice before relying on one.

Q: How long can a non-solicit last?

A: No single federal limit applies, and state law varies. Illinois, for example, weighs the time restriction as one factor in judging the employer's legitimate interest.

Q: Does the FTC non-compete rule ban non-solicits?

A: The FTC's non-compete rule is not in effect and is not enforceable. Check current status, since state laws and agency actions can change.

Q: Can an employer require a non-solicit from every employee?

A: Not always. Illinois bars non-solicits for employees at or below an earnings threshold, so a blanket policy can fail in some states.

Q: Does a non-solicit protect confidential information?

A: Not on its own. A non-disclosure agreement protects confidential information, so many employers use both.