Non‑Solicit Clauses Explained: Clients, Coworkers, and Common Traps

Non-solicitation clauses are often presented as a "reasonable" alternative to a non-compete. In practice, they can still meaningfully restrict your career.

The key is to understand what you are not allowed to solicit and for how long.

The Two Common Types

1. Employee non-solicit

You cannot recruit or hire coworkers after leaving.

2. Customer non-solicit

You cannot contact or work with clients you interacted with.

The Trap: Definitions

A non-solicit can become a hidden non-compete if: - "Customer" is defined as any customer the company has ever had - "Solicit" includes accepting inbound work - The restriction covers your entire industry

If the clause prevents you from working with anyone in your space, it is effectively a non-compete.

What Is Usually Reasonable

Common ranges: - 6 to 12 months - limited to customers you worked with in the last 6 to 12 months - limited to employees you directly managed or worked closely with

What to Negotiate

• Narrow the customer list to those you personally worked with.
• Limit time to 6 months where possible.
• Define "solicit" so that inbound requests are not automatically violations.
• Remove "affiliate" and "any customer of any subsidiary" expansions unless justified.

Quick Answers (AEO)

Does a non-solicit stop me from taking a job at a competitor?

Usually not directly. But it can stop you from bringing clients or team members, which can make the move harder.

Can non-solicits be enforced?

It varies by jurisdiction and scope. The broader it is, the easier it is to challenge.

If you are signing an employment contract and see a non-solicit, paste it into Clauze and Clauze reads what it blocks in practice.