"Non-solicitation Agreement Template"

What Is a Non-Solicitation Agreement?

A Non-Solicitation Agreement is an additional document signed with an employee which forbids the employee to solicit any of the employer's clients if the employee decides to leave their job. This agreement does not necessarily only concern clients, but also other employees which may be solicited in quitting a company.

Alternate Name:

  • Non-Solicit Agreement.

The main reason for the Non-Solicitation Agreement for employees is to ensure that no clients are "stolen" if an employee decides to change jobs and work for a competitor. After all, it would be rather unfair to the company that has worked hard to maintain and develop a loyal base of clients which can simply be poached by a competitor. This is also the case when an employee decides to leave and open up their own business. It would be much easier to take an existing client base, which could have a devastating effect on the former employer. In order to ensure that this does not happen, we would recommend signing a Non-Solicitation Agreement. That way, both the employee and employer are aware of the policies surrounding this and if there is a violation from the side of the employee, the former employer can take them to court.

A Non-Solicitation Agreement template can be downloaded by clicking the link below.

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Non-Compete or Non-Solicitation Agreement

There are subtle but crucial differences when it comes to Non-Compete or Non-Solicitation Agreements. Both agreements are used to prevent former employees from taking existing clients from a previous employer. However, a Non-Compete Agreement is much more restrictive.

A Non-Compete Agreement forbids a former employee to work in a particular industry, usually for a certain amount of time and in certain areas. Upon the expiration of the agreed date, the employee is free to work in the same industry. For example, an employee works in the energy sector and if this agreement is signed, they would be prevented from working in this same sector for a fixed amount of time.

However, a Non-Solicitation Agreement is much less restrictive and does not impose any restrictions concerning new jobs. An employee can freely apply for another job in the same sector, sometimes even in the same area. They will however, not be able to take on any clients that "belong" to their former employer.

If the matter goes to court, Non-Solicitation Agreements are more favorable as the agreement will not impede the chances of finding a new job.

What Should a Non-Solicitation Agreement Include?

If you are a business looking to create a Non-Solicitation Agreement, you need to ensure it contains all of the correct points in order to best protect your company and win any potential court battles with a former employee. The agreement should cover:

  • The date that the document comes into effect;
  • Provide the details of the company (including name and address) and a specific business area of which the agreement is valid for;
  • Provide details of the employee that will have access to specific information in the outlined business area;
  • The agreement should come into effect at a certain time. The conditions of this activation should be clearly outlined, particularly the conditions regarding the events that would trigger this activation;
  • Details surrounding the expiration of this time period should also be outlined, specifically the date;
  • If there are certain conditions that could trigger an early termination of the agreement, for example, if the company goes into liquidation, this should also be clearly described;
  • If there are certain locations that are covered by the agreement, this should be mentioned;
  • The document should explain if this agreement concerns all employees or only a select few;
  • The document should also explain if the agreement concerns only some or all clients;
  • If there are specific practices that need to be covered by the agreement, these should be included;
  • If the employee has any sensitive information that should not be disclosed, this clause can be added to the agreement;
  • Include the state that this agreement is covered by and any other additional information which could be of importance;
  • The document must be signed and dated by both the employer and employee.

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Non-Solicitation Agreement
This Non-Solicitation Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ___________________, by and between ______________________________,
with a mailing address of __________________________________________________
__________________________________ (hereinafter referred to as the “Owner”) and
___________________________, with a mailing address of _______________________
___________________________________________________ (hereinafter referred to as
the “Recipient”), collectively referred to as the “Parties,” both of whom agree to be
bound by this Agreement.
1. Term. The Recipient shall be bound to this Agreement, specifically, the terms of the
Non-Solicitation in the Geographical Limits for: (check one)
Start Period: (check one)
Date of _________________________.
Beginning immediately after: ________________________________.
Other. _________________________________________________.
End Period: (check one)
Date of _________________________.
_________ months after: _______________________________________.
Other. _________________________________________________.
The Start Period and the End Period shall be hereinafter referred to as the “Term”.
2. Geographical Limits. The Recipient shall be bound to this Agreement with: (check
one)
No Geographical Limits.
Geographical Limits. The Recipient shall be bound to this Agreement only in the
following area(s): _____________________________________________.
Hereinafter referred to as the “Geographical Limits.”
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Non-Solicitation Agreement
This Non-Solicitation Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ___________________, by and between ______________________________,
with a mailing address of __________________________________________________
__________________________________ (hereinafter referred to as the “Owner”) and
___________________________, with a mailing address of _______________________
___________________________________________________ (hereinafter referred to as
the “Recipient”), collectively referred to as the “Parties,” both of whom agree to be
bound by this Agreement.
1. Term. The Recipient shall be bound to this Agreement, specifically, the terms of the
Non-Solicitation in the Geographical Limits for: (check one)
Start Period: (check one)
Date of _________________________.
Beginning immediately after: ________________________________.
Other. _________________________________________________.
End Period: (check one)
Date of _________________________.
_________ months after: _______________________________________.
Other. _________________________________________________.
The Start Period and the End Period shall be hereinafter referred to as the “Term”.
2. Geographical Limits. The Recipient shall be bound to this Agreement with: (check
one)
No Geographical Limits.
Geographical Limits. The Recipient shall be bound to this Agreement only in the
following area(s): _____________________________________________.
Hereinafter referred to as the “Geographical Limits.”
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3. Non-Solicitation. The Owner shall possess, in accordance with the terms of this
Agreement, the following protections: (check all that apply)
Employees. The Recipient shall not be allowed to associate themselves with the
Owner’s: (check one)
All Employees. The Recipient shall be prohibited from engaging with any
former or current employees, contractors, affiliates, and similar parties of
the Owner under which a business relationship has been created.
Specific Employees. The Recipient shall be prohibited from engaging with
the following employees and contractors of the Owner: ________________
____________________________________________________________
____________________________________________________________
Customers. The Recipient shall not be allowed to associate themselves with the
Owner’s: (check one)
All Customers. The Recipient shall be prohibited from engaging with any
former or current customers, clients, and similar parties of the Owner under
which a business relationship has been created.
Specific Customers. The Recipient shall be prohibited from engaging with
the following customers and clients of the Owner: ____________________
____________________________________________________________
____________________________________________________________
Hereinafter referred to as the “Non-Solicitation”.
4. Similar Business. The Owner shall possess, in accordance with the terms of this
Agreement, the following protections: (check one)
No Restrictions on Business Practices. The Recipient shall not be prohibited from
working for or with any competitor of the Owner.
Restrictions on Business Practices. The Owner shall be protected from the
Recipient engaging in the Protected Practices for the following: (check one)
All Related Uses. The Recipient shall not be allowed to provide the same or
similar products, services, content, or duties that engage in any other way or
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version of representation of any other business of a similar nature to the
Owner.
Specific Uses. The Recipient shall not be allowed to provide the same or
similar products, services, content, or duties that engage in the following:
____________________________________________________________
____________________________________________________________
____________________________________________________________
Hereinafter referred to as the “Protected Practices”.
5. Competitors. The Owner shall possess, in accordance with the terms of this
Agreement, the following restrictions: (check one)
No Restrictions on Competitors.
Restrictions on Competitors. The Recipient shall not be allowed to associate
themselves with the Owner’s: (check one)
All Competitors. Regardless of whether a competitor is offering the same or
similar Protected Practices, the Recipient shall be prohibited from being
associated with any third party deemed a competitor of the Owner.
Specific Competitors. Regardless of whether a competitor is offering the
same or similar Protected Practices, the Recipient shall be prohibited from
being associated with the following competitors: _____________________
____________________________________________________________
____________________________________________________________
6. Purchase of Release. The Parties agree that the Recipient: (check one)
Cannot Purchase a Release. The Recipient has no option, during the Term or any
period thereafter, to purchase the rights of this Agreement from the Owner for the
purposes of waiving any liability or releasing themselves under this Agreement.
Can Purchase a Release. The Recipient has the option, during the Term or any
period thereafter, to purchase and waive all liability under this Agreement for the
sum of $__________________ as payment to the Owner.
7. Confidential Information. The Parties agree that the Recipient shall: (check one)
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Not be Prohibited from Releasing Confidential Information. The Recipient shall
be free to express and share, with any third (3rd) party, any and all technical and
non-technical information provided by the Owner, including but not limited to:
data or other proprietary information relating to products, inventions, plans,
methods, processes, know-how, developmental or experimental work, computer
programs, databases, authorship, customer lists (including names, buying habits or
practices of any clients), names of vendors or suppliers, marketing methods,
reports, analyses, business plans, financial information, statistical information, or
any other subject matter pertaining to any business of the Owner or any of its
respective clients, consultants, or licensees that is disclosed to the Recipient under
the terms of this Agreement (hereinafter referred to as the “Confidential
Information”).
Be Prohibited from Releasing Confidential Information. The Recipient shall be
prohibited from expressing or sharing any and all technical and nontechnical
information provided by the Owner, including but not limited to: data or other
proprietary information relating to products, inventions, plans, methods, processes,
know-how, developmental or experimental work, computer programs, databases,
authorship, customer lists (including names, buying habits or practices of any
clients), names of vendors or suppliers, marketing methods, reports, analyses,
business plans, financial information, statistical information, or any other subject
matter pertaining to any business of the Owner or any of its respective clients,
consultants, or licensees that is disclosed to the Recipient under the terms of this
Agreement.
A. Limitations. Confidential Information shall not include information which:
a. Has become generally known to the public through no wrongful act
by the Recipient;
b. Has been rightfully received by Recipient from a third party without
restriction on disclosure and without breach of an obligation of
confidentiality running either directly or indirectly to the Recipient;
c. Has been approved for release to the general public by written
authorization of the Owner;
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d. Has been disclosed pursuant to the requirement of a governmental
agency or a court of law without similar restrictions or other
protections against public disclosure; or,
e. Has been independently developed by the Recipient without use,
directly or indirectly, of the Owner’s Confidential Information.
B. Employees and Contractors. The Recipient agrees to disclose Confidential
Information to any agents, affiliates, directors, officers, or any other
employees, collectively known as the “Employees,” solely on a
need-to-know basis and represents that such Employees have signed
appropriate non-disclosure agreements or have taken appropriate measures
imposing on such Employees a duty to third parties:
a. To hold any third-party proprietary information received by such
Employees in the strictest confidence;
b. Not to disclose such third-party Confidential Information to any
other third party; and
c. Not to use such Confidential Information for the benefit of anyone
other than to whom it belongs, without the prior express written
authorization of the Owner.
C. Best Practices. The Recipient acknowledges they may or may not have
access to the Owner’s Confidential Information and agrees that it shall not
directly or indirectly divulge, disclose, or communicate any of the
Confidential Information to any third party, except as may be required
during any formal business association or dealings on behalf of the Owner
for any event, with the prior written approval of the Owner. The Recipient
acknowledges that no license of the Confidential Information, by
implication or otherwise, is granted to the Recipient by reason of this
Agreement. Additionally, the Recipient acknowledges that it may only use
the Confidential Information in connection with its business dealings with
the Owner and for no other purpose without the prior written consent of the
Owner.
D. Records. The Recipient further agrees that all Confidential Information,
including, without limitation, any documents, files, reports, notebooks,
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