How to write a non-solicitation clause (sample included)

During a layoff or reduction in force (RIF), severance agreements and layoff scripts get most of the attention, because both documents help protect your organization from a future lawsuit. A non-solicitation clause deserves the same attention. Depending on your industry, it protects your company after a reduction by stopping departing employees from taking your clients, or your remaining staff, with them to their next employer.

This guide covers what a non-solicitation clause is, when to use one, what to include, when it holds up in court, and how it fits into your offboarding process. You will also find sample clauses you can adapt with your legal team.

Download our sample non-solicitation clause here.

A non-solicitation clause is a legally binding term in which an outgoing employee agrees not to solicit your company’s clients, staff, or confidential information for their own gain or for a future employer. Some versions restrict only client solicitation. Others also stop the employee from recruiting former colleagues to join them at their next company.

Most companies build the clause into the original employment agreement an employee signs on their first day. You do not have to wait for that, though. You can offer a non-solicitation agreement at any point during employment, not only when a termination is on the horizon.

The timing and detail depend on your culture and policies, including what you need to protect the business. Work closely with your legal team whenever you handle a layoff or draft any restrictive covenant, so the clause complies with local, state, and federal law.

Companies use non-solicitation clauses most often to protect client relationships when someone leaves, and to keep one departure from triggering a wave of follow-on exits. Some industries and situations rely on them far more than others.

The most common use is keeping your client base intact when someone exits. Businesses that rely on sales, where retaining accounts is critical, use these clauses far more than a manufacturer would. Other organizations still benefit from them.

Even if you sell something that is not unique but is competitively priced, an employee who knows your pricing model well could pull clients away after they leave. A clause gives you a defined way to address that risk before it turns into lost revenue.

Enforceability changes with the state your organization operates in, so a clause that holds up in one state can be void in another. California is the clearest example. Under Business and Professions Code section 16600, courts there treat both client and employee non-solicitation clauses as void, and California generally does not recognize them. Two laws that took effect on January 1, 2024, SB 699 and AB 1076, let affected employees sue over void restraints and recover penalties, so a boilerplate clause carries real risk in that state.

Most other states enforce client non-solicitation clauses when they stay reasonable. For the mechanics of a reduction in a strict state, see our guide to laying off an employee in California. Confirm the current rules with your legal team for every state where your employees work.

How you communicate during a layoff can strengthen a non-solicitation agreement. How and when you announce your layoff event matters as much as the paperwork.

Give employees accurate, timely information to prevent misinformation or retaliation. You cannot realistically keep a layoff secret, but timely notice, honest communication, and a clear non-solicitation clause let you manage how employees and clients learn of the event, and how smoothly the process goes.

A non-solicitation clause limits who a former employee can approach. A non-compete clause limits where they can work. That is the core difference. A non-compete stops an employee from joining a competing firm for a set period after they leave. A non-solicitation clause does not restrict where they work at all. It only limits how much of your business, your clients or your staff, they can take with them.

Because it restricts targeting your relationships rather than someone’s ability to earn a living, a non-solicitation clause is generally easier to enforce than a non-compete. A clause written too broadly can still fail, though. If it effectively stops an employee from doing their job, for example by barring all contact with anyone they ever worked with, a court may refuse to enforce it. Keep the scope tied to the relationships you genuinely need to protect.

At the federal level, there is no national ban on either type of clause. A federal court struck down the Federal Trade Commission’s non-compete rule, and the FTC removed it from the Code of Federal Regulations in February 2026. Both non-competes and non-solicitation clauses stay governed state by state.

A strong non-solicitation clause names five things clearly. Vague language is the most common reason these clauses fail, so define each element in plain terms:

• The parties: who the clause binds, and whose clients or staff it protects.
• The restricted activity: soliciting clients, recruiting employees, or both.
• The protected group: a defined, non-public list of clients or accounts, not the general public.
• The duration: a set period after the employee leaves, commonly one to two years.
• Consideration: something of value the employee receives in exchange, such as the job offer itself or severance pay.

Keep the definitions specific to your business. A clause that protects a named client list you built holds up far better than one that tries to restrict every possible contact. Have your legal team confirm the duration and scope against the law in each state where your employees work.

When it comes to writing the actual non-solicitation agreement, there are a few elements that need to be in place to ensure it is enforceable by law. 

First and foremost, you need to make sure that you have a valid business reason that makes logical sense. You can’t expect your non-solicitation clause to be enforceable if you do not have a valid reason for enforcing one. 

If your non-solicitation agreement is intended to protect your customer list, proprietary knowledge, trade secrets, or other sensitive information that could directly impact your business, you have a valid reason.

This means that you shouldn’t use a non-solicitation agreement just to use one. You need a good reason. One that makes logical sense.

Next, you need to make sure that your customer base is not readily available to the public. This means having a customer list that you have spent time, money, and energy to establish yourself. Your customer list cannot be a list of prospects you’ve downloaded from an outside source or database, as that would be information already available online to anyone who wishes to find it.

In other words, your customer list needs to be your own list of actual customers, and therefore be private information of unique value to your business that is worth protecting. If anyone can easily figure out your customer list and information by looking it up online or in another public resource, then a court of law probably won’t enforce your non-solicitation clause to protect it. 

Lastly, for your non-solicitation agreement to be enforceable, you must include two more elements. Your employees and customers must be given a choice to leave at their own will. And finally, your non-solicitation contract must not be in any way ambiguous.

In summary, you need a valid reason to use a non-solicitation agreement, that is designed to protect your own crafted customer list, in a non-ambiguous contract that allows your employees and customers the freedom to leave of their own choice. If you do not have any of these things, you cannot expect your non-solicitation clause to hold up in court. 

This is where legal counsel comes in. Work closely with your legal team to ensure you have a valid reason to use a non-solicitation clause and that everything you are trying to do complies with local, state, and federal laws.

Now that you have a good understanding of when and how to craft a non-solicitation clause for your organization, and what elements you’ll need to include in the agreement, let’s put it all together with some examples. 

Below are a few options of sample non-solicitation clauses for the most common scenarios to give you a good starting point for your own needs. Remember to customize these to your specific organization and situation with the help of your legal team.

You can also include a non-solicitation clause in an independent contractor contract, which follows roughly the same process as with an employee contract. 

Simply choose the non-solicitation clause sample above that best suits your organization and situation, and then substitute each occurance of the “(Employee Name)” with the “(Contractor Name)” instead.

This might look something like this:

Remember that these sample non-solicitation clauses are merely examples to give you a starting point. It’s important that you work with your legal team to craft and finalize your specific non-solicitation clause wording before sharing with your employees or independent contractors for their signature. 

A non-solicitation clause is most effective as one part of a planned offboarding process, not a document you pull out at the last minute. When you protect client relationships and reduce the risk of follow-on departures, you help the business recover faster after a reduction. Build it into your reduction in force checklist alongside your severance and communication plans.

Keep three things in mind. First, the rules vary across the US and change over time, so confirm enforceability with your legal counsel for every relevant state. Second, the clause only holds up when you have a valid, logical reason to use one, tied to a client list or sensitive information worth protecting. Third, that protection has to sit inside a clear contract that still lets clients and employees leave by choice. A non-solicitation clause does not stop people who move to a competitor on their own. It stops your former employee from pushing them to.

A non-solicitation agreement is a contract, or a clause within one, in which an employee agrees not to solicit your clients or recruit your staff after they leave. Companies use one when they want to protect client relationships and reduce follow-on departures, most often around hiring, offboarding, or a layoff.

In most states, yes, when the clause protects a legitimate business interest, stays reasonable in duration and scope, and reads clearly. Enforceability depends heavily on the state. California treats most client and employee non-solicitation clauses as void, so confirm the rules where your employees work.

A clear non-solicitation clause defines the parties, the restricted activity, the protected list of clients or employees, the time period, and the consideration the employee receives in return. Specific, non-public definitions hold up better than broad language that tries to restrict every contact.

Most non-solicitation clauses run one to two years after employment ends. A shorter, well-defined period is easier to enforce than a long one, and some states cap what they consider reasonable, so check the law in each relevant state.

A non-solicitation clause limits who a former employee can approach, such as your clients or staff. A non-compete limits where they can work. Courts generally enforce non-solicitation clauses more readily, because they restrict targeting your relationships instead of a person’s ability to earn a living.