Non-Solicitation Agreements: Employees and Customers
A non-solicit lets you work for a competitor but bars you from taking customers or colleagues with you — a narrower restriction than a non-compete, but still one to read closely.
Last reviewed: May 26, 2026 by the BizLeaseCheck Editorial Team
General information, not legal advice.
Overview
A non-solicitation agreement restricts a departing employee from soliciting the company’s customers, clients, or employees for a period of time. Unlike a non-compete, it usually lets you work in the same field — it just limits whom you can pursue.
Because non-solicits restrain less than non-competes, some states enforce them more readily, but their scope and duration still matter and can vary by state.
Topics to check
A customer non-solicit bars you from soliciting (and sometimes from doing business with) the company’s customers or clients. An employee non-solicit (or anti-raiding clause) bars you from recruiting your former colleagues. Watch whether "solicit" is defined narrowly (active outreach) or broadly enough to capture customers who approach you on their own.
A clause that bars you from "accepting business" from former customers, not just soliciting them, functions much more like a non-compete and deserves the same scrutiny.
Nonsolicitation agreement (Cornell LII Wex)Look at duration (often 12–24 months), whether it is limited to customers you actually worked with, and whether it reaches prospective customers. As with non-competes, enforceability is state-specific — some states that disfavor non-competes still scrutinize broad non-solicits, and a few treat an overbroad customer non-solicit as an unenforceable restraint.
Narrow the clause to customers you had real contact with and to genuine solicitation, and confirm enforceability under the governing-law state’s rules.
Restrictive covenant (Cornell LII Wex)Non-solicits are often paired with confidentiality and trade-secret obligations: even where you may compete, you generally cannot use the company’s confidential customer lists or pricing to do it. Treat the customer list as potentially protected information and keep your own contacts separate.
Understanding the non-solicit alongside the NDA tells you what you can and cannot take to your next role.
Key takeaways
- A non-solicit limits whom you can pursue, not whether you can compete at all.
- Customer and employee (anti-raiding) non-solicits are distinct — check both.
- A clause barring you from "accepting" former customers acts like a non-compete.
- Enforceability and reasonable duration are state-specific.
- Non-solicits pair with confidentiality — you still cannot use protected customer data.
Official resources
Legal-review notes
Guide confidence marker: Medium confidence.
- Non-solicitation enforceability and reasonable duration vary by state; confirm with a licensed attorney.
- Whether a customer non-solicit functions as an unlawful restraint depends on its wording and the governing state.
Frequently asked questions
What is the difference between a non-compete and a non-solicitation agreement?
A non-compete restricts whether you can work for a competitor at all; a non-solicitation restricts whom you can pursue — typically the company’s customers and employees — while still letting you work in the field. Non-solicits restrain less and are sometimes enforced more readily.
Can a non-solicit stop customers from following me?
A true non-solicit bars you from soliciting them, not from accepting business they bring on their own. Watch for clauses that bar "accepting" or "doing business with" former customers — those act more like a non-compete and may be scrutinized differently by state.
How long do non-solicitation clauses last?
Often 12 to 24 months, but the enforceable duration depends on your state and the clause’s scope. A clause limited to customers you actually worked with and to genuine solicitation is more defensible than a broad one.