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Non-Solicitation Agreement template

A non-solicitation agreement prevents an employee, contractor, or business partner from poaching a company's customers or employees for a set period after the relationship ends.

Replace everything in [BRACKETS], export to PDF, then send it for signature.

1. Parties

This Non-Solicitation Agreement (the "Agreement") is made on [DATE] between [COMPANY NAME], located at [COMPANY ADDRESS] (the "Company"), and [RESTRICTED PARTY NAME], residing or located at [RESTRICTED PARTY ADDRESS] (the "Restricted Party").

2. Background and Consideration

The Restricted Party is [employed by / engaged as a contractor by / a partner of] the Company and will develop relationships with the Company's customers and employees. In exchange for [CONSIDERATION, e.g. employment, continued engagement, or a payment of AMOUNT], the Restricted Party agrees to the restrictions below.

3. Definitions

"Customer" means any person or business that was a customer of the Company, or an actively pursued prospective customer, at any time during the [LOOKBACK PERIOD, e.g. twelve (12) months] before the relationship ended, and with whom the Restricted Party dealt or about whom the Restricted Party received confidential information. "Employee" means any person employed or engaged by the Company during that same period.

4. Non-Solicitation of Customers

During the relationship and for [RESTRICTED PERIOD, e.g. twelve (12) months] after it ends (the "Restricted Period"), the Restricted Party shall not, directly or indirectly, solicit, induce, or attempt to induce any Customer to purchase products or services that compete with those of the Company, or to stop or reduce doing business with the Company.

5. Non-Solicitation of Employees

During the Restricted Period, the Restricted Party shall not, directly or indirectly, solicit, recruit, or encourage any Employee to leave the Company. General advertisements not targeted at Company Employees, and hiring any person who responds to them without other solicitation, do not breach this section [unless the parties agree otherwise].

6. Confidentiality

The Restricted Party shall not use or disclose the Company's confidential information, including customer lists, contact details, pricing, and employee information, except as needed to perform duties for the Company or as required by law.

7. Reasonableness and Severability

The Restricted Party agrees that these restrictions are reasonable and necessary to protect the Company's customer relationships, workforce, and goodwill. If any restriction is found unenforceable as written, the parties ask that it be enforced to the maximum extent permitted by law, and the remaining provisions stay in effect. Enforceability of restrictive covenants varies by jurisdiction.

8. Remedies

A breach of this Agreement may cause the Company irreparable harm. The Company may seek injunctive relief in addition to damages and any other remedies available by law.

9. Governing Law and General Terms

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], subject to any mandatory law that applies to the Restricted Party. It is the entire agreement on its subject, may only be amended in writing signed by both parties, and may be assigned by the Company to a successor of its business.

10. Signatures

The Parties agree that this Agreement may be signed electronically and in counterparts, and that electronic signatures have the same effect as handwritten signatures. COMPANY: [COMPANY NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE] RESTRICTED PARTY: [RESTRICTED PARTY NAME] Signature: ____________________ Date: [DATE]

When to use this template

  • When an employee or contractor will build relationships with your key customers
  • When a departing employee or partner could recruit your team to a new venture
  • When you want customer and staff protection without the broader limits of a non-compete
  • When selling a business and the buyer wants to protect the acquired client base

How to fill it in and get it signed

  1. Enter the company and restricted party details and the relationship between them.
  2. Describe the consideration and set the lookback period that defines covered customers and employees.
  3. Choose a restricted period that reflects the real risk, and decide how to treat general job ads.
  4. Fill in the governing-law jurisdiction and check local rules on restrictive covenants.
  5. Upload the agreement to eSignSimple and send it to both parties for e-signature. Signers don't need an account.

This template is general information, not legal advice. Laws differ by country and state; have a lawyer review contracts with high stakes.

Frequently asked questions

Is a non-solicitation agreement easier to enforce than a non-compete?

Often, because it is narrower and only restricts poaching customers or staff rather than working in an industry. Enforceability still varies by jurisdiction and depends on reasonable scope and duration.

Does a non-solicitation clause stop customers from following an employee?

It generally stops the person from actively soliciting customers. Whether it covers customers who approach the person on their own depends on the wording and local law.

How long does a non-solicitation agreement usually last?

Twelve to twenty-four months after the relationship ends is common, but courts look at whether the period is reasonable for the business interest protected.

Can I sign a non-solicitation agreement electronically?

In most jurisdictions, yes. eSignSimple records an audit trail with timestamps, IP addresses, and a document hash to support the signed agreement.