When an employee leaves your startup, there’s always a risk they’ll try to take your people or customers with them. That’s where non-solicitation clauses come in - they’re a powerful, often enforceable tool to protect your business after key team members depart.
Here’s what you need to know.
What Is a Non-Solicitation Clause?
A non-solicit clause prohibits an ex-employee from:
- Recruiting or hiring your current employees
- Contacting or doing business with your customers, vendors, or partners
They typically last for a set period (12–24 months) after termination and are narrower than non-competes - which makes them more likely to be enforced.
Why Non-Solicits Matter for Startups
Startups are built on close-knit teams and early customer relationships. If a key employee leaves and takes:
- Your engineer with unique product knowledge
- Your first enterprise customer
- Your top sales rep
…you could lose time, revenue, and market credibility. A strong non-solicit clause helps prevent this kind of brain drain and relationship poaching.
Enforceability
Unlike non-competes, non-solicits are enforceable in many more states - though still subject to scrutiny. Courts generally uphold non-solicits when they:
- Are reasonable in time and scope
- Protect legitimate business interests (e.g., confidential info, client lists)
- Don’t unfairly restrict someone’s right to work
California restricts even non-solicits involving employees, but may still allow customer non-solicits in some situations.
What to Include in a Solid Clause
- Precise language: Clearly define “solicit,” “employee,” and “customer”
- Timeframe: 12–18 months is typical
- Territory: If relevant, limit by geography or industry
Pair non-solicits with NDAs, IP agreements, and handbooks for layered protection.
When to Use Them
Include non-solicit clauses in:
- Employment agreements (especially for senior roles)
- Contractor agreements
- Exit documents or separation agreements
Don’t wait until someone quits - these need to be signed before the risk arises.
Final Thoughts
Non-solicitation clauses strike a balance between protecting your startup and respecting employee mobility. They’re often your best bet for enforceable, practical post-employment protection. Want help drafting one? Let’s talk.
Frequently Asked Questions
FAQs on Non-Solicitation Clauses
Are non-solicitation clauses enforceable in every state?
Not always. Most states allow them if reasonable, but California restricts employee-related non-solicits. Customer-focused non-solicits may still be enforceable in certain cases.
How long should a non-solicit last?
A typical duration is 12–18 months. Longer restrictions are more likely to be challenged in court.
What’s the difference between a non-solicit and a non-compete?
A non-solicit limits poaching of employees or customers, while a non-compete prevents someone from working for a competitor. Courts generally view non-solicits as more reasonable.
Should contractors also sign non-solicitation clauses?
Yes. Contractors often have access to sensitive information and customer relationships, so including a non-solicit in contractor agreements is recommended.
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