Non-solicitation agreement template

Non-solicitation versus non-compete

A non-compete stops someone from working for a competitor at all. A non-solicit lets them take the job but forbids them from actively going after the customers they served for you, or recruiting your team to follow them. For most small businesses, those two risks are the real worry. A sales rep who joins a rival isn't the problem; a sales rep who emails your top twenty accounts on their first day is.

Where non-solicits are limited

Non-solicits are generally easier to enforce than non-competes, but not everywhere. California courts treat most customer non-solicitation clauses in employment like non-competes and refuse to enforce them, and have done the same with many employee no-poach clauses. Illinois and Colorado apply pay thresholds to non-solicits as well as non-competes. By contrast, Minnesota's 2023 non-compete ban expressly leaves non-solicitation agreements alone. Like any restrictive covenant, a non-solicit must protect a real interest and be reasonable in length and reach.

What the template covers

• Protected customers: those the employee dealt with or learned confidential details about in a lookback period before leaving.
• Protected employees: colleagues the employee worked with or supervised, with an exception for general job ads.
• What counts as soliciting: reaching out to win business or recruit someone, directly or through someone else.
• The period: how many months after leaving the restriction lasts.
• What the employee receives in exchange for signing.
• Carve-outs: customers who come to the employee unprompted, unless you choose a broader no-service clause.
• Notice, remedies and reasonable limits: time to review, a court's power to narrow it, and the law of the state where the employee works.

Mistakes that make it unenforceable

• Protecting every customer the company has ever had. Limit it to the customers the employee actually dealt with.
• No lookback. Customers from five years ago aren't relationships the employee is trading on.
• Banning former staff from accepting business. Barring them from serving a customer who seeks them out is much harder to justify than barring outreach.
• Counting a LinkedIn job change as solicitation. Announcing a new job to everyone isn't targeting your customers.
• Forgetting consideration for current employees. Many states expect something new in return, like a bonus or raise.

How to send it with SignMaster

1. 1

   Open the agreement

   Press Use this template. It opens in SignMaster with the employee as the first signer and the company as the second. If your terms differ by state, save a copy with the blanks filled in for each state.

2. 2

   Set the lookback and period

   Fill in the gray blanks: the employee's role, the lookback in months, the restricted period, what they receive in exchange, and the date they first got the agreement.

3. 3

   Give them time to read it

   Send it with a sign-by date a week or two out. The employee fills in their home address, ticks that they had time to review it and signs. Use an access code if you're sending to a personal email.

4. 4

   Countersign and file

   The company signs last. The signed PDF and its certificate of completion go to both sides; keep yours in the employee's file with their offer letter.

Rolling it out to a current team

Introducing non-solicits for an existing sales or service team means one agreement per person, each with its own role and the bonus or raise they receive for signing. Bulk send builds those from a spreadsheet: name the columns after the gray blanks, such as Job title and What the employee receives, and every employee gets a private envelope. You can track who has signed and send reminders without chasing anyone in person.