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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.

A non-solicitation agreement is a contract that stops an employee, contractor or partner from actively poaching a company's customers or staff for a set period after they leave. You need one when someone will build relationships with your clients or team that a competitor could exploit, but a full non-compete would be too broad or unenforceable.

Use this template — sign onlineOpens as a ready-to-send document with signature fields placed.
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]

Our take: Our take: this is usually the better tool than a non-compete. It targets the actual risk, which is someone walking out with your client list, and courts are generally more comfortable enforcing it. The clause people forget is the lookback period: define covered customers as those the person actually dealt with in the last 12 months, not every customer you have ever had. Decide explicitly whether general job ads count as solicitation. Pair it with an NDA so the customer information itself is protected, and keep restrictions to a year or two unless you have a strong reason.

When should you use a non-solicitation agreement?

  • 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 do you fill in this template?

  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. Signed together with an NDA, it protects both the relationships and the information.
  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.

How do you get it signed online?

  1. Save it as Word or PDF. Paste the filled-in text into Word or Google Docs and keep it as a .docx file, or export it as a PDF. eSignSimple accepts both, plus DOC, ODT and RTF, up to 25 MB; Word files are converted to PDF on upload.
  2. Upload and place the fields. Sign up with Google, upload the file and drag signature, initials, date and text fields onto the page for each signer. Set a signing order if one party must sign first.
  3. Send it for signature. Each signer gets a private link and signs in the browser without creating an account. Automatic email reminders go out every three days (up to three) until everyone has signed.
  4. Keep the signed copy. When the last person signs, everyone can download the final PDF with a certificate of completion, an audit trail and a SHA-256 fingerprint you can verify later.

Signing on your own device only? The guide to signing a PDF covers the free built-in options, and the security page explains how signed files are stored and verified.

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

Written by Buğra Sözeri, founder and editor, eSignSimple · Last reviewed

Buğra builds eSignSimple and writes and maintains its guides. He researches each legal page against the official texts linked on it and updates pages when the law or the product changes. He is not a lawyer, and nothing here is legal advice. About eSignSimple

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.

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