Non-Solicitation Agreement Template
A free non-solicitation agreement template that protects customer relationships and your team without blocking someone from working in the industry. Download in PDF or Word and fill in the bracketed fields.
Last updated: August 5, 2026
What Is a Non-Solicitation Agreement?
A non-solicitation agreement is a restrictive covenant in which a departing employee, contractor, or partner agrees not to go after the customers, employees, or contractors of the business for a defined period. Unlike a non-compete, it does not stop the person from taking a competing job. It stops them from using the relationships and information they gained on the inside to pull business or people away.
Because it is narrower, a non-solicitation agreement is far more likely to be enforced than a non-compete, and in several states it is the only restrictive covenant available. The parts that decide whether it holds up are the definitions: which customers are covered, how recently the person dealt with them, which employees are covered, and whether accepting unsolicited business counts as solicitation. A well-drafted version limits itself to customers the person actually worked with, uses a period measured in months rather than years, and carves out general advertising and public job postings.
When to Use This Template
- ✓A salesperson, account manager, or client-facing employee is joining and will own key relationships
- ✓You operate in a state where non-competes are void or heavily restricted but relationships still need protection
- ✓A departing employee is negotiating a separation and you want customer and team protections in writing
- ✓You are engaging an agency, recruiter, or contractor who will meet your staff and your clients
- ✓A partner or co-founder is exiting and the remaining owners need protection for the client base
- ✓You are the employee and want a restriction that protects the company without limiting where you can work
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Full text of the template. Fields in [BRACKETS] are placeholders you fill in.
Non-Solicitation Agreement
1. 1. Parties and Consideration
This Non-Solicitation Agreement (the "Agreement") is entered into on [EFFECTIVE DATE] between [COMPANY NAME], a [ENTITY TYPE] located at [COMPANY ADDRESS] (the "Company"), and [RESTRICTED PARTY NAME], residing or located at [RESTRICTED PARTY ADDRESS] (the "Restricted Party"). In exchange for the promises in this Agreement, the Company is providing [CONSIDERATION, e.g., an offer of employment or engagement, a promotion, a payment of AMOUNT, access to confidential customer information, or continued access to Company accounts], which the Restricted Party acknowledges is good and valuable consideration. The Restricted Party acknowledges having had a reasonable opportunity to review this Agreement and to consult an attorney before signing.
2. 2. Definitions
"Covered Customer" means any customer, client, or account of the Company that, during the Look-Back Period, the Restricted Party (a) provided services to, (b) had material business contact with, (c) supervised or managed the relationship for, or (d) received Confidential Information about. "Covered Prospect" means any prospective customer that the Company actively solicited during the Look-Back Period and with whom the Restricted Party had material contact. "Covered Personnel" means any employee or independent contractor of the Company with whom the Restricted Party worked, whom the Restricted Party supervised, or about whom the Restricted Party received Confidential Information during the Look-Back Period. "Look-Back Period" means the final [LOOK-BACK PERIOD, e.g., 12 months] of the employment or engagement of the Restricted Party. "Restricted Period" means the period beginning on the last day of employment or engagement and continuing for [RESTRICTED PERIOD, e.g., 12 months].
3. 3. Non-Solicitation of Customers
During the Restricted Period, the Restricted Party will not, directly or indirectly, on their own behalf or on behalf of any other person or business, solicit, contact, or attempt to induce any Covered Customer to reduce, cease, or move any business it does with the Company, or to purchase from another provider products or services that compete with those the Company provided to that Covered Customer. This restriction is limited to the products and services of the Company that the Restricted Party was involved with during the Look-Back Period. It does not restrict the Restricted Party from doing business with a Covered Customer in a line of business that does not compete with the Company, and it does not restrict business with any customer the Restricted Party first developed independently and disclosed in writing on Exhibit A before signing.
4. 4. Unsolicited Business and General Advertising
Nothing in this Agreement prevents the Restricted Party from accepting business from a Covered Customer who contacts the Restricted Party first, without any direct or indirect solicitation, encouragement, or inducement by the Restricted Party or by anyone acting on their behalf. Announcing a change of employer through a general social media update, a professional networking profile, a mass mailing not targeted at Covered Customers, or a general advertisement is not solicitation under this Agreement. [ACCEPTANCE OPTION: The Parties may instead elect that the Restricted Party will not accept competing business from a Covered Customer during the Restricted Period even if the customer initiates contact; if that option is selected, initial here: ______.] The Restricted Party will not use Confidential Information, customer lists, or Company systems to identify or reach any Covered Customer at any time.
5. 5. Non-Interference with Prospects and Suppliers
During the Restricted Period, the Restricted Party will not knowingly interfere with, or attempt to divert, any Covered Prospect relationship that the Company was actively pursuing at the time the employment or engagement ended and about which the Restricted Party had material contact or Confidential Information. The Restricted Party will also not induce any supplier, vendor, licensor, or referral partner of the Company to terminate or materially reduce its relationship with the Company, or to breach any agreement with the Company. This Section does not prevent the Restricted Party from doing business with a supplier, vendor, or partner on ordinary commercial terms, provided the Restricted Party does not encourage that party to reduce or end its dealings with the Company.
6. 6. Non-Solicitation of Employees and Contractors
During the Restricted Period, the Restricted Party will not, directly or indirectly, solicit, recruit, induce, or encourage any Covered Personnel to end their employment or engagement with the Company, and will not assist any other person or business in doing so. This restriction includes providing another employer with confidential compensation, performance, organizational chart, or contact information about Covered Personnel. It does not prohibit the Restricted Party from serving as a personal reference at the request of the individual, from responding to an inquiry that the individual initiated without any prior encouragement, or from participating in general recruiting activity such as public job postings, job fairs, or advertisements that are not targeted at Covered Personnel. [NO-HIRE OPTION: The Parties may additionally agree that the Restricted Party will not hire any Covered Personnel during the Restricted Period; if that option is selected, initial here: ______.]
7. 7. Confidential Information and Customer Data
"Confidential Information" means non-public information of the Company and its customers, including customer and prospect lists, contact records, contract terms, renewal dates, pricing and discount structures, margin data, sales pipeline reports, business plans, and any information marked or reasonably understood to be confidential. The Restricted Party will not use or disclose Confidential Information at any time except to perform work for the Company. Customer contact information, pipeline data, and account histories stored in the systems of the Company are the property of the Company regardless of who created the record or which device holds it, and the Restricted Party will not copy, export, forward, screenshot, or synchronize that information to any personal account, device, or third-party service. Trade secret protections continue for as long as the information qualifies as a trade secret under applicable law, and the Restricted Party is notified of the immunity provided by the Defend Trade Secrets Act for confidential disclosures to a government official or attorney to report or investigate a suspected violation of law.
8. 8. Return of Materials and Contact Records
On or before the last day of employment or engagement, or earlier on request, the Restricted Party will return all Company property and all materials containing Confidential Information, including customer lists, proposals, pricing sheets, notes, and business cards collected in the course of the work, in any format. The Restricted Party will remove Company contact records from personal phones, address books, email accounts, and cloud storage, and will not retain any exported copy of a customer relationship management system. The Restricted Party will confirm in writing that these steps have been completed and, on reasonable request, will cooperate with a review of any personal account into which Company data may have been copied, to the extent permitted by applicable privacy law. Personal connections on professional networking platforms need not be deleted, but the Restricted Party will not use them in a manner that violates Section 3 or Section 6.
9. 9. This Agreement Is Not a Non-Compete
The Parties acknowledge that this Agreement does not prevent the Restricted Party from working for, owning, or providing services to any business, including a competitor of the Company, and does not restrict the geographic area in which the Restricted Party may work. The only restrictions imposed are on soliciting the specific customers, prospects, suppliers, and personnel identified in this Agreement, and on the use of Confidential Information. The Parties intend for this Agreement to be interpreted as a customer and personnel non-solicitation covenant rather than as a covenant not to compete. If any provision would be construed as a covenant not to compete under applicable law, that provision will be narrowed or severed as described in Section 11 so that the remaining non-solicitation obligations continue in force.
10. 10. Duration, Tolling, and Effect of Separation
The Restricted Period begins on the last day of employment or engagement, regardless of the reason it ended, unless applicable law provides otherwise. If the Restricted Party violates Section 3, 5, or 6, the Restricted Period for the violated Section is extended by the length of the violation, up to a maximum additional [MAXIMUM TOLLING PERIOD, e.g., 12 months]. The obligations in Sections 7 and 8 are not limited to the Restricted Period and continue after it ends. [SEPARATION OPTION: If the Company terminates the employment or engagement without cause, the Restricted Period will be reduced to SHORTENED PERIOD or will not apply, as the Parties elect here: ______.] Nothing in this Section extends any restriction beyond the maximum duration permitted by the law of the state where the Restricted Party primarily works.
11. 11. Reasonableness, Reformation, and State Law Limits
The Restricted Party acknowledges that the restrictions in this Agreement are reasonable in scope and duration, are necessary to protect the customer goodwill and workforce investment of the Company, and do not prevent the Restricted Party from earning a living. If a court finds any restriction unenforceable as written, the Parties ask the court to narrow it to the maximum extent enforceable and to enforce it as narrowed; if it cannot be narrowed, it will be severed and the remaining provisions will continue in full force. This Agreement is subject to the law of the state in which the Restricted Party primarily works, and is deemed modified to comply with any applicable earnings threshold, notice requirement, maximum duration, or restriction on covenants applying to non-exempt or terminated employees. Where applicable law prohibits a no-hire or employee non-solicitation provision, that provision does not apply and the customer non-solicitation obligations remain in effect.
12. 12. Remedies and Injunctive Relief
The Restricted Party acknowledges that a breach of this Agreement may cause the Company harm that is difficult to measure in money, and that the Company may seek a temporary restraining order, preliminary injunction, or permanent injunction, in addition to any other remedy available at law or in equity. The Company is not required to post a bond except as required by applicable law. [FEE PROVISION, e.g., The prevailing Party may recover reasonable attorney fees and costs / Each Party bears its own fees and costs] to the extent permitted by applicable law. Any failure by the Company to enforce a provision on one occasion does not waive its right to enforce that provision later. Nothing in this Section limits the right of the Restricted Party to defend against enforcement or to seek a declaration that a restriction is unenforceable.
13. 13. Governing Law, Assignment, and General Provisions
This Agreement is governed by the laws of the State of [GOVERNING STATE], without regard to conflict of laws rules, and any action will be brought in the state or federal courts located in [VENUE COUNTY AND STATE], except where applicable law requires that a dispute involving an employee be heard where that employee primarily works. This Agreement does not create a contract of employment for any period, and any employment relationship remains at will unless a separate signed agreement states otherwise. The Company may assign this Agreement to a successor in a merger or sale of substantially all assets, and the Restricted Party consents to that assignment; the Restricted Party may not assign it. This Agreement may be amended only in a writing signed by both Parties, and it supersedes any prior non-solicitation agreement between the Parties covering the same subject matter.
14. 14. Signatures
By signing below, the Restricted Party confirms that they have read this Agreement, understand the restrictions it places on soliciting customers and personnel after the relationship ends, and agree to be bound by it. COMPANY: [COMPANY NAME]. Signature: ______________________. Printed Name: [COMPANY SIGNER NAME]. Title: [TITLE]. Date: [DATE]. RESTRICTED PARTY: Signature: ______________________. Printed Name: [RESTRICTED PARTY NAME]. Date: [DATE]. Date this Agreement was first provided to the Restricted Party: [DELIVERY DATE]. Electronic signatures and counterpart copies have the same effect as original signatures.
15. Disclaimer
This template is provided for general informational purposes only and is not legal advice. Non-solicitation covenants are regulated at the state level, and rules on duration, required consideration, employee non-solicitation and no-hire terms, and coverage of lower-wage workers differ significantly across jurisdictions. Review and adapt this document for the state where the individual actually works, and consult a licensed employment attorney before signing or enforcing it. Use of this template does not create an attorney-client relationship with ScanContract.
Key Clauses Explained
What each important clause does — and what to watch out for before you sign.
Definition of Covered Customer
Limits the restriction to customers the person actually dealt with during a recent look-back window.
If the definition covers every customer of the company rather than the accounts you touched, the clause is far broader than it needs to be and is more likely to be challenged. Employees should ask for a look-back window of twelve months or less. Employers get a stronger, more defensible covenant by tying it to material contact rather than to the whole customer database.
Unsolicited Business Carve-Out
Distinguishes between actively pursuing a customer and accepting business the customer initiates.
This is the difference between a workable restriction and a total ban on serving anyone you have ever met. Read whether the agreement is a pure non-solicit or an accept-no-business clause, because the latter functions much more like a non-compete and draws more scrutiny. Employers who want the stricter version should say so plainly rather than burying it in the definition of solicit.
Employee Non-Solicitation
Stops the departing person from recruiting former coworkers away from the company.
Check whether it is a non-solicit or a broader no-hire clause, since a no-hire term can block a colleague who applied entirely on their own. Individuals should preserve the right to serve as a personal reference. Employers should note that some states and antitrust regulators view broad no-hire terms between businesses with real hostility.
Restricted Period and Tolling
Sets how long the restrictions last and extends them if they are violated.
Twelve months is the common benchmark for customer non-solicitation. The tolling language deserves a second read, because a disputed month of activity can extend the clock long after you thought the restriction expired. Employees should ask for a cap on tolling; employers should keep one so that the provision does not look punitive to a court.
Customer Data and Contact Records
Confirms that customer lists, pipeline data, and contact records belong to the company.
Exporting a customer relationship management report or syncing work contacts to a personal phone before resigning is the fastest route from a contract dispute to a trade secret claim. Individuals should hand back the data and rely on memory and public sources instead. Employers should state clearly whether personal connections on professional networks must be unwound, since a blanket demand there is often unenforceable.
Not a Non-Compete
States expressly that the agreement does not restrict where the person may work.
This declaration is useful, but a court looks at effect, not labels. If the customer restriction is broad enough that the person cannot practically work in their field, it can be treated as a non-compete and reviewed under the stricter rules that apply to those. Both sides benefit from keeping the covered customer list narrow enough that the label is accurate.
Reformation and State Law Limits
Lets a court narrow an overbroad restriction and adjusts the agreement to comply with local law.
Do not assume this clause saves an aggressive draft. Some states will strike a covenant instead of rewriting it, and a few restrict covenants for lower-wage or non-exempt workers entirely. Individuals should note that the enforced version may differ from the signed version, so getting the scope right at signing is better for everyone.
Frequently Asked Questions
What is the difference between a non-solicitation and a non-compete agreement?▾
Does accepting business from a former client count as solicitation?▾
How long should a non-solicitation agreement last?▾
Can I announce my new job on social media without breaking the agreement?▾
Is a non-solicitation agreement enforceable in states that ban non-competes?▾
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