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Business Partner Non-Solicitation Policy

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Business Partner Policy on Non Solicitation

Solicitation as used in this document means any money, fee, commission, credit, gift, gratuity, thing of value or compensation of any kind which is provided directly or indirectly to any director, management staff or employee for the purpose of improperly obtaining or rewarding favourable treatment in connection with a contract for the provision of Services, Supplies or howsoever defined.

Oando prohibits any of its business partners from:

• Soliciting or providing or attempting to provide or offering to provide any financial inducement or gratification in cash/kind or overriding commission including directly or indirectly, the amount of any financial inducement or gratification in cash/kind or overriding commission in the contract price charged by a business partner to the company.

When the business partner has reasonable grounds to believe that violations (as given in above paragraph) have occurred, the business partner shall promptly report the possible violation to the Chief Compliance Officer in writing.

Benefits, Gifts and Entertainment

Employees of Oando are not allowed under any circumstance to receive either directly or indirectly any form of material benefits, gifts, favours and entertainment that might conflict with the proper performance of his or her corporate responsibilities or hinder or interfere with his or her independent professional judgment in respect of Oando from any person or outside concern that does or seeks to enter into a business relationship with the Company.

Business Partners are strongly discouraged from giving benefits, gifts or entertainment to the Company’s Directors, Employees and Managers. All forms of solicitation from Employees and Managers at all levels should be promptly reported to the Chief Compliance Officer, who will investigate all allegations, and refer the matter to the Disciplinary Committee for appropriate sanctions to be meted out to the employee.

Business Partners should however be cautious as all forms of malicious reports or accusations shall not be tolerated by the Company.

Business Partners shall not engage in fraud or embezzlement affecting Company property, funds, securities or other assets; wilfully damage or destroy property or materials belonging to the Company, its Employees and Managers or customers. They shall not engage in diverting Company products either produced or distributed by the Company or other service providers.

The business partner agrees to incorporate the substance of this policy in all subcontracts under any contract with the Company.

What You May Expect From Us

• To be honest and ethical with you at all times.

• To keep competition fair.

• To attend to your enquiries promptly and courteously.

• To listen with an open mind.

• To provide information which may assist you in developing mutually advantageous alternatives.

• To pay within the agreed timelines.

What We Expect from Our Business Partners

• To deal fairly and honestly with the company.

• To offer suggestions of alternatives which may improve or reduce the cost of goods and services being purchased.

• To inform us of changes in economic or market conditions that might affect our purchasing decisions.

• To quote your best price on your first quotation and stand on that basis unless there is evidence of error.

• To fulfil the terms and conditions of all contracts.

• To responsively provide delivery only as specified.

Business Partners are to remember that Cash gifts of any amount are PROHIBITED.

DECLARATION BY BUSINESS PARTNER

We, the business partner, hereby certify to the best of our knowledge and belief that no gratification in cash/kind or financial inducement or over-riding commission has been paid or would be paid for influencing or attempting to influence any director, management staff, or employee directly or indirectly within the definitions of the foregoing company policy of Oando on Non-Solicitation.

Name of Company

Name of Authorized Signatory

Signature & Date

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What the Business Partner Non-Solicitation Policy Is

A Business Partner Non-Solicitation Policy is a contractual provision used by companies to prevent former or current business partners, vendors, or agents from soliciting clients, customers, or employees for a defined period after a business relationship ends. It sets the prohibited activities, identifies protected relationships and customers, specifies time and geographic limits where appropriate, and describes remedies for breach. These policies are commonly embedded in master service agreements, supplier contracts, and partnership agreements to protect goodwill, confidential relationships, and revenue streams while remaining tailored to applicable state law and enforceability standards.

Why a Clear Non-Solicitation Policy Matters

A well-drafted Business Partner Non-Solicitation Policy limits competitive risk, preserves customer relationships and trade secrets, and provides a contractual basis for injunctive or monetary relief when necessary.

Why a Clear Non-Solicitation Policy Matters

Who Typically Uses This Policy

Organizations use partner non-solicitation language in supplier contracts, reseller agreements, and strategic partnerships to protect commercial relationships.

  • Small and medium businesses seeking to protect key client relationships during vendor transitions.
  • Enterprises with reseller or channel networks that need uniform restrictions across partners.
  • Professional services firms and consultancies safeguarding client introductions and referral pipelines.

Proper use reduces disputes and aligns expectations between business entities and their commercial partners.

Who Signs and Executes the Policy

General Counsel

Corporate counsel or an outside corporate attorney typically reviews and negotiates non-solicitation language to ensure enforceability and consistency with broader contract terms, and to align remedies with company policy and state law.

Vendor Executive

An authorized officer, such as a VP of Partnerships or Chief Operating Officer at the partner organization, signs to bind the counterparty and confirm operational acceptance of the restrictions and any carve-outs.

Essential Legal and Security Elements to Include

Scope: Customers, employees, channels
Duration: Specify months or years
Geographic Limitation: State, region, or nationwide
Confidentiality Link: Reference NDA terms
Remedies: Injunctions and damages
Survival: Post-termination clause

Risks and Consequences of a Faulty Policy

Unenforceable Terms: Overbroad restrictions may be void
Litigation Costs: High legal fees and discovery expense
Business Disruption: Operational friction with partners
Reputational Harm: Perceived unfairness by partners
Statutory Limits: State-specific prohibitions possible
Damages Uncertainty: Hard to predict recoverable losses

Common Preparation Errors to Avoid

  • Writing an unlimited geographic or temporal restriction that courts view as a naked restraint on trade and therefore decline to enforce.
  • Failing to define 'solicit' and 'customer' precisely, creating ambiguity about whether passive marketing or inbound contacts are restricted.
  • Neglecting to tie the restriction to legitimate business interests such as customer relationships, trade secrets, or specialized training.
  • Overlooking state law differences that limit enforceability or require narrower language to pass judicial scrutiny.

Core Components of an Effective Policy

A professional Business Partner Non-Solicitation Policy combines clear definitions, tailored scope, defined duration, lawful remedies, carve-outs for pre-existing relationships, and coordination with confidentiality or IP clauses.

Definitions

Define 'partner', 'solicit', 'customer', and 'covered personnel' so parties share the same understanding and to reduce ambiguity in enforcement.

Protected Relationships

Specify the categories of customers or contacts protected by the policy, such as named accounts, active clients, or prospects with recent contact.

Time Limits

Set a reasonable duration tied to legitimate business protection — for example, 6–24 months depending on industry and relationship type.

Geographic Scope

Limit geographic reach to where the partner actually conducted business to avoid overbreadth and increase enforceability.

Exceptions and Carve-Outs

List expressly permitted activities (e.g., responses to public solicitations, customers with prior relationships) and pre-existing accounts.

Remedies and Enforcement

Include injunctive relief, liquidated damages if appropriate, and an agreement on dispute resolution venue or arbitration.

Step-by-Step: How to Complete the Policy

Follow these steps to draft, review, and finalize a Business Partner Non-Solicitation Policy that balances protection with enforceability.

  • 01
    Identify Parties: List full legal names and roles for each contracting party.
  • 02
    Define Scope: Specify who and what relationships are protected.
  • 03
    Set Duration: Choose a time period tied to legitimate interests.
  • 04
    Review State Law: Confirm limits under applicable state statutes.

How to Configure the Policy Workflow Online

Set up a consistent digital workflow for execution, approval, and storage to reduce turnaround time and create an audit trail.

Document Template Save an approved template to avoid drafting errors and speed repeat use
Signer Sequence Define order: partner signatory then company executive signature
Authentication Method Use email link plus optional SMS code for stronger identity assurance
Approval Routing Route to legal and finance for review before final signature
Retention Policy Auto-save final PDF and audit trail in secured repository

Digital Signing and Platform Considerations

Ensure the platform meets required compliance standards and preserves an immutable audit trail for each executed policy.

  • Formats Supported: PDF, DOCX, HTML
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, or advanced 2FA

Typical Execution Flow for an Online Policy

A clear, repeatable digital flow reduces signer friction and preserves evidentiary records for enforcement or audits.

  • Upload: Upload the approved non-solicitation template and attach exhibits
  • Place Fields: Insert signature, date, and initial fields where required
  • Invite Signers: Send signing links in the defined sequence
  • Archive: Store final PDF and audit trail in secure records

Key Timing Elements to Track

Track effective dates, notice requirements, and post-termination periods so obligations are clear and enforceable.

Effective Date Entry:

Determine when the restriction period begins (signing vs. relationship end)

Notice Requirements:

Specify how and when termination or breach notices must be delivered

Restriction Period:

Record the exact non-solicitation duration in months or years

Cure Period:

Include any cure window for minor breaches before remedies apply

Record Retention:

Mark when to purge or archive records per retention policy

Milestones and Review Stages

Use these milestone stages to manage lifecycle events and compliance checkpoints.

01

Draft Approval

Legal and business approve the clause and carve-outs before execution.

02

Signature Execution

Parties sign and the effective date is recorded in the executed copy.

03

Monitoring Period

Monitor partner activity during the non-solicit term for potential breaches.

04

Post-Term Review

Conduct a review at term end to clear obligations or renew where appropriate.

How This Policy Differs from an Employee Non-Solicitation Agreement

Compare the partner-focused policy with an employee-focused agreement to choose the appropriate instrument for each relationship.

Criteria Partner Policy Employee Agreement
Scope third-party customers employer customers and coworkers
Consideration contractual exchange employment benefit or continued employment
Enforceability Focus commercial relationships employment law constraints
Typical Duration 6–24 months 3–24 months

eSignature Vendor Pricing and Feature Snapshot

A concise comparison of common plan attributes for electronic signature solutions. signNow is listed first for direct reference.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Troubleshooting

Answers to common practical and legal questions when drafting, signing, storing, or enforcing a Business Partner Non-Solicitation Policy.


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