Non-Solicitation Agreement Explained
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NDA Review Tool →What a Non-Solicitation Agreement Restricts
A non-solicitation agreement (NSA) prevents you from soliciting two groups of people after you leave a job: (1) the company's employees — you can't recruit your former colleagues to join a new employer or your own venture, and (2) the company's clients — you can't reach out to former clients to bring your business elsewhere.
These are separate restrictions that may appear together in one clause or in separate clauses. It's worth understanding which ones you're agreeing to.
Non-Solicitation vs. Non-Compete: What's the Difference?
Non-competes restrict where you can work. Non-solicitation clauses restrict who you can recruit and whose business you can pursue. The key practical difference: a non-compete says you can't work for a competitor; a non-solicitation clause says you can work for anyone but can't bring former colleagues or clients with you.
Non-solicitation clauses are generally considered more enforceable than non-competes because they're more narrowly drawn. Courts that won't enforce a broad non-compete may still enforce a reasonable non-solicitation restriction.
When Non-Solicitation Clauses Cross the Line
Legitimate non-solicitation clauses restrict active targeting of specific former clients or colleagues. Overbroad ones try to prevent: general marketing or advertising that happens to reach former clients, responding to unsolicited outreach from former clients, or working with any former client even if they seek you out independently.
Duration matters too. 6–12 months is commonly enforceable. 2+ years for broad non-solicitation of clients is increasingly scrutinized.
What to Review Before Signing
When you see a non-solicitation clause: check how "clients" are defined (just current clients, or prospects too?), how "employees" are defined (all employees, or just those you worked with?), what counts as solicitation (active outreach, or any contact?), and the duration.
Using Revealr to review an employment contract or NDA that contains non-solicitation language surfaces the scope of the restriction and flags terms that are broader than typical — giving you a specific starting point for negotiation.
Revealr Editorial Team
Reviewed for accuracy by the Revealr editorial team. Our articles are written and reviewed by contract specialists to ensure the information reflects common legal standards and current practice. This article is for informational purposes only.
Not legal advice. This article is for informational purposes only. It does not constitute legal advice and is not a substitute for consultation with a licensed attorney in your jurisdiction. Laws vary significantly by state and country.
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Non-Compete Clause Explained
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