Non-solicitation agreements: a plain guide for agencies and partners

What is a non-solicitation agreement?

A non-solicitation agreement is a contract term that stops one party from approaching specified clients, customers or employees of another, usually during a working relationship and for a set period after it. In Cornell’s legal encyclopedia, a nonsolicitation agreement limits a person from soliciting specified customers, clients, employees or other business relationships.

Non-solicitation terms turn up in employment contracts, consulting agreements, business sales and agreements between companies. Cornell lists employment, separation, consulting and business-sale agreements, and says they may protect customer goodwill, workforce relationships, confidential information or trade secrets. Agencies meet them most often in the last group: agreements with suppliers, freelancers and white-label partners who will see their clients.

Types of non-solicitation agreement

There are four common types of non-solicitation agreement: customer or client, employee, business-to-business and sale-of-business. They differ in who is restricted and what relationship is protected, and a single contract often contains more than one.

Kind	Who it restricts	What it protects	Where it appears
Customer or client	A former employee, contractor or partner	Relationships with named or defined clients	Employment, consulting and partner agreements
Employee	A former employee, contractor or partner	Your staff, from being recruited away	Employment, consulting and partner agreements
Between businesses	Another company, such as a supplier or partner	Clients and staff it meets through the work	Supplier, agency, white-label and reseller agreements
On a sale	The seller of a business	The goodwill the buyer paid for	Business-sale and merger agreements

Customer and client non-solicitation

A client non-solicit stops the restricted party from approaching the protecting party’s clients. In employment it usually applies to clients the employee dealt with; between businesses, to clients one company introduced to the other. The details that matter are who counts as a client, and whether the restricted party may accept work from a client who approaches them first. Cornell notes that whether accepting unsolicited business is restricted depends on the agreement’s wording and the governing law.

Employee non-solicitation

An employee non-solicit stops the restricted party recruiting the protecting party’s staff. When it binds a former employee, it stops them recruiting former colleagues. When it binds another business, it starts to look like a no-poach agreement, which carries different risks, covered below.

Business-to-business non-solicitation

A business-to-business non-solicit is the kind agencies need most and the one the pages ranking for this topic cover least. When you bring a partner into your client relationships, the partner learns who your clients are, what they pay and what they need. The clause stops the partner using that knowledge to take the client, directly or through someone else, while the relationship lasts and for a period after.

Non-solicitation vs non-compete, NDA and no-poach

A non-solicitation agreement is narrower than a non-compete: it stops approaches to particular clients or staff, while a non-compete stops working in a market altogether. Cornell describes a non-solicit as generally narrower because it ordinarily does not stop a person working for a competitor or running a competing business.

Agreement	What it stops	Typical scope
Non-solicitation	Approaching specified clients, customers or staff	Narrow: named relationships, for a set period
Non-compete	Working for a competitor or running a competing business	Broad: a market, an area, a period
Non-disclosure (NDA)	Sharing or using confidential information	Information, often with no end date for trade secrets
No-poach between employers	Businesses recruiting or hiring each other’s staff	Two or more firms agreeing together

Definitions summarised from Cornell LII Wex and Axiom Law

The lines blur in practice. Cornell notes that a provision that also bars serving former customers, accepting unsolicited business or hiring employees who apply on their own may function as a broader non-compete or no-hire restriction. A clause called a non-solicit can be treated as something stricter if its wording goes further than approaches.

Why the no-poach line matters

An employee non-solicit between two businesses is close to a no-poach agreement. Cornell reports that the US Department of Justice and the Federal Trade Commission have said that agreements among businesses competing for workers not to recruit, solicit or hire each other’s workers may violate antitrust law, and may expose companies and individuals to criminal liability. Keeping a staff clause mutual, short, limited to people who actually worked together and tied to a genuine working relationship is a sensible starting point, but it is a question for a lawyer, not a template.

Are non-solicitation agreements enforceable?

Whether a non-solicitation agreement is enforceable depends on the law that governs it and on how it is written. In the US, Cornell says enforceability is primarily governed by state law and varies considerably, with courts or statutes looking at duration, geographic or relational scope, who is covered and whether the restriction is broader than necessary to protect a legitimate interest.

Where	What the source says	What it means in practice
US, generally	Enforceability is governed mainly by state law and varies considerably	Courts weigh duration, scope, who is covered and whether it goes further than needed
California	Business and Professions Code s.16600 makes contracts restraining a lawful profession, trade or business void, subject to exceptions	Broad employee non-solicits have been held void; take advice before relying on one
Louisiana	Statute permits some customer non-solicits in sale and employment agreements when the parishes or municipalities are specified and the term is no more than two years	The statute sets the form the clause must take
US, federal	The FTC acceded to the vacatur of its non-compete rule on 5 September 2025	There is no federal ban in force; state law still decides
India	Indian Contract Act s.27: an agreement restraining anyone from a lawful profession, trade or business is void to that extent, with an exception for the sale of goodwill	Restrictions that apply after a contract ends need careful drafting and Indian legal advice

Cornell LII Wex; FTC press release, 5 Sep 2025; Indian Contract Act 1872, s.27

California

California needs its own mention because its statute is unusually direct. Business and Professions Code section 16600 provides that, subject to statutory exceptions, contracts restraining a person from engaging in a lawful profession, trade or business are void. Cornell cites AMN Healthcare v. Aya Healthcare Services (2018), in which a California Court of Appeal held a broadly worded employee non-solicitation provision void. Anyone relying on a non-solicit with a California connection should take California advice.

The federal non-compete rule

The Federal Trade Commission’s 2024 rule banning most non-competes never took effect. On 5 September 2025, the FTC voted 3-1 to dismiss its appeals and accede to the vacatur of the rule, after a district court held that the agency lacked authority for it. The rule was about non-competes, but it is worth knowing that there is no federal ban in force: state law still decides.

India

In India, section 27 of the Indian Contract Act, 1872 provides that every agreement by which anyone is restrained from exercising a lawful profession, trade or business of any kind is void to that extent, with an exception for someone who sells the goodwill of a business. For agencies and partners working across borders, the governing law clause matters as much as the non-solicitation clause itself, and Indian advice is needed for restrictions that apply after a contract ends.

What generally helps

Across jurisdictions, the factors Cornell lists point the same way: a restriction is more defensible when it is limited to what the business genuinely needs to protect. In practice that means clients the restricted party actually worked with, a period that matches the relationship, a clear definition of solicitation and no wider ban on working in the market. Axiom Law gives one to three years as a common range for durations, but the right period depends on the relationship and the law.

What to put in a non-solicitation clause

A clear non-solicitation clause names who is protected, defines what counts as solicitation, says whether accepting an unsolicited approach is restricted, sets a period and states the governing law. Most disputes over these clauses are about what the words cover, so precision is worth more than breadth.

1. Who is protected. Named clients, or a definition such as clients introduced through the agreement or worked with in the last 12 months. “All clients” is broad and harder to defend.
2. What counts as solicitation. Direct approaches, approaches through others, and whether responding to an inbound enquiry is included.
3. Unsolicited approaches. Whether the restricted party may accept work from a client who comes to them, and what they must do if it happens.
4. The period. During the agreement and for a stated time after it ends.
5. Staff. If included, mutual, limited to people who worked together, with a carve-out for public job adverts.
6. Indirect action. No doing through an affiliate, employee or contractor what the party cannot do itself.
7. Remedies. What happens on breach. Cornell notes that damages or an injunction may be sought, depending on the agreement and the governing law.
8. Governing law. Which country’s or state’s law applies, which decides much of the rest.

Scope

It says exactly who is covered: named clients, or clients met through the work It defines what counts as solicitation It says whether accepting an unsolicited approach is restricted

Time and place

It has a set end date after the agreement ends The period is no longer than the relationship it protects needs Any area or market limit matches where the business actually works

Fairness

Staff clauses are mutual and limited to people who worked together Public job adverts are carved out The governing law and jurisdiction are stated

Before signing

You understand what you could not do afterwards A lawyer has reviewed it if the restriction matters to your business

Ticks are saved in your browser. A checklist for reading a clause, not a test of whether it is enforceable.

Non-solicitation in agency and white-label partnerships

In an agency partnership, the non-solicitation clause protects the agency’s client relationships from the partner who does the work. The partner meets the client, learns what the client pays and may be the person the client relies on day to day, so without a clause there is little to stop the client moving directly to the partner. A partner that knows both its wholesale price and what the client pays also knows your margin, which the markup calculator shows how to work out; that knowledge is part of what the clause protects.

A non-solicitation clause for an agency and its white-label partner

1Definitions“Agency Client” means any person or business the Agency introduces to the Partner, or for which the Partner performs services under this Agreement, in the 12 months before the restriction applies.

Why it mattersA clause is only as clear as its definitions. Tie it to clients the partner actually met through you, not every business you might one day work with.

2No solicitationDuring this Agreement and for 12 months after it ends, the Partner will not solicit, or accept instructions from, any Agency Client for services of the kind it provided under this Agreement.

Why it matters“Accept instructions” is the important addition: without it, a client who approaches the partner directly is outside the clause. Courts may treat it as a broader restraint, which is one reason to keep the period and the client list tight.

3Indirect solicitationThe Partner will not do through anyone else what clause 2 prevents it doing itself.

Why it mattersCovers a sister company, a former employee of the partner or a freelancer it refers the client to.

4StaffDuring this Agreement and for 6 months after it, neither party will directly solicit for employment any employee of the other with whom it worked under this Agreement. General job advertisements, and hiring anyone who responds to them, are not solicitation.

Why it mattersKept mutual, short and limited to people who worked on the account, with a carve-out for public adverts. Agreements between businesses not to recruit each other’s staff can raise antitrust concerns; take advice.

5Client approachesIf an Agency Client contacts the Partner directly, the Partner will refer it to the Agency and tell the Agency within 5 working days.

Why it mattersTurns the obligation into an action the partner can take, and gives you notice.

6RemediesThe parties agree that a breach may cause loss that damages alone may not put right, and that the Agency may seek an injunction as well as damages.

Why it mattersCornell lists damages and an injunction as remedies a protected party may seek; what is available depends on the governing law.

An illustration of how such a clause can be drafted and why each part is there, not a template to sign and not legal advice. Have a lawyer in your jurisdiction draft or review the agreement you use.

The clause works best alongside the rest of the partner agreement rather than on its own. Unbranded delivery means the client may never learn who the partner is; a rule that every email and call goes through the agency limits direct contact; and a confidentiality clause protects the price list and the client data. What white-label SEO is and how it works sets out the full set of clauses for a white-label agreement, of which this is one.

When the client approaches the partner

The awkward case is not a partner chasing your client but a client chasing the partner, often because the client has worked out who does the work and thinks going direct will be cheaper. A clause that only says “will not solicit” may not cover it. One that also covers accepting instructions from the client, and requires the partner to refer the client back and tell the agency, deals with it in advance.

If you are the partner

A partner signing an agency’s clause should check that it is limited to clients met through that agency, has an end date and does not stop it working with businesses it already knew. My own white-label terms commit to not selling to a partner agency’s clients and to sending any client who approaches me directly back to the agency.

Non-solicitation for freelancers and contractors

Freelancers and contractors are asked to sign non-solicitation terms by agencies that place them with clients. The clause usually stops the freelancer taking the client directly, and sometimes stops them working for the client through another agency.

• Read the definition of client. A clause covering every client of the agency, rather than the ones you worked with, can stop you working in your own field.
• Check the period. A restriction that runs well beyond the engagement deserves a question before you sign.
• Look for an inbound carve-out. If a client finds you independently, the clause should say what happens.
• Check the governing law. An individual’s restrictions can be treated very differently from a company’s, and section 16600 in California and section 27 in India are examples of how far that can go.

Agencies hiring freelancers face the same question from the other side, covered in outsourcing SEO or hiring: the more of the client relationship a freelancer holds, the more the agreement needs to say about it.

What to do if a non-solicitation agreement is breached

If you think a non-solicitation agreement has been breached, gather the facts before acting, check exactly what the clause says and take legal advice before threatening anything. Cornell notes that the protected party may seek contractual remedies such as damages or an injunction, depending on the agreement and the governing law.

1. Collect the evidence. Emails, messages, proposals and dates showing who approached whom.
2. Read the clause again. Who it covers, what it defines as solicitation, whether inbound approaches are included and whether the period has ended.
3. Check the governing law. It may decide whether the clause can be enforced at all.
4. Take advice. A lawyer can tell you whether a claim is realistic and what it would cost.
5. Consider the relationship. A conversation often resolves more than a letter, especially if the client approached the partner rather than the other way round.

Which non-solicitation agreement do you need?

The non-solicitation agreement you need depends on who the other party is and whether they will meet your clients. An employee or contractor with client contact usually needs a narrow client clause; a business partner who will work with your clients needs a business-to-business clause; a supplier that never meets your clients may need only confidentiality.

Is the other party an employee or an individual contractor?

Yes

Will they work directly with your clients?

Yes

A client non-solicit, kept narrow, plus confidentiality. In some places, such as California, restrictions on individuals face strict limits; take advice.

No

Probably just confidentiality. A non-solicit protects relationships; without client contact there may be little to protect.

No

Is it another business you will introduce to your clients?

Yes

A business-to-business non-solicit, covering clients met through the work, client approaches and a narrow, mutual staff clause.

No

Confidentiality may be enough. A supplier that never meets your clients has none to approach.

A way to think about it, not legal advice.

Whichever applies, the order of work is the same: decide what relationship you are protecting, write the narrowest clause that protects it, and have it reviewed under the law that will govern it. Clauses copied from templates written for another country or another kind of relationship are where most of the trouble starts.