Non-Solicitation Agreement Template

What is a non-solicitation agreement?

A non-solicitation agreement stops a person or business from approaching your customers or recruiting your staff for a limited time after a relationship ends. It is common when an employee or account manager leaves, when a contractor has worked closely with your clients, when you sell a business, or when a partner steps away. Unlike a non-compete, it does not stop them working for a competitor or starting their own business — it only protects the relationships you built.

This template limits the restrictions to what is usually easier to justify: only customers and prospects the restricted party actually dealt with, or learned about, in a look-back period you set, and only staff they worked with or managed. The restrictions apply throughout the relationship and for a period you choose (6 to 24 months) after an event you name, and you decide whether they must also turn down business from a covered customer who approaches them first. It includes a carve-out for general job advertising and for people who left at least six months earlier without being solicited, a duty to show the restrictions to a new employer, a fall-back if a court finds a restriction too wide, and a statement that nothing stops the restricted party reporting wrongdoing to a regulator. Both parties sign and initial every page.

When to Use a non-solicitation agreement

• An account manager or salesperson with close client relationships joining or leaving your team
• A contractor or agency that has worked directly with your customers
• Selling a business, where the seller agrees not to take back the customers or staff
• A partner or co-founder stepping away from the business
• A consultant placed with a client, where both sides want to avoid poaching staff

What You Fill In

12 blanks, then the name and email of each person who signs: company, restricted party.

What the non-solicitation agreement Covers

1. Background
2. Definitions
3. Customers
4. Employees and contractors
5. Not a non-compete
6. Reasonableness
7. Notice to new employers
8. Remedies
9. General

Using the non-solicitation agreement, step by step

1 Describe the relationship

The relationship explains why the restrictions are needed and completes the sentence "in connection with the Restricted Party's …" — for example "employment as Senior Account Manager" or "sale of the Riverside Bakery business". Then say what starts the restricted period, such as "the employment ends" or "the sale completes".

2 Keep the restrictions reasonable

Pick the shortest restricted period that genuinely protects you — 12 months is a common choice — and a look-back period that matches how often customers buy. Decide whether to add the stricter no-dealing clause; it also stops them accepting work from a covered customer who contacts them first, which is harder to justify.

3 Say what they receive

Some places require the restricted party to get something of value in return for these promises, especially if they sign after starting work. Enter a payment or benefit, or leave it empty to rely on the relationship itself.

4 Set the governing law and send

Enter the law that applies — usually where the restricted party works. Add the signer's email and send. VergeHR places signature and initials boxes, and the signed copy is filed in Files and emailed to both of you.

Tips Before You Send It

• Rules on restrictive covenants differ widely. Some places refuse to enforce customer non-solicitation clauses for employees, or only enforce them in a business sale, so have a local lawyer check before you rely on it.
• Narrow and specific restrictions are more likely to be upheld than broad ones. Resist the urge to pick the longest period.
• Sign the agreement at the start of the relationship or at the point of sale where you can, rather than on the way out.
• Pair it with a confidentiality agreement — the non-solicitation clauses protect relationships, an NDA protects information.
• Keep a record of which customers the person handled. It makes it much easier to show who is covered later.

Non-solicitation agreement: frequently asked questions

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This template is a general starting point, not legal advice. Laws differ between countries and states — have a lawyer review the agreement for your situation before you rely on it. Page last reviewed 2026-09-29.