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Employee Non-Solicitation Form

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EMPLOYEE NON-SOLICITATION AGREEMENT

Employer Name:    Employee Name:    Effective Date:

Personal Information

Position Information

Recitals

This Employee Non-Solicitation Agreement (the Agreement) is entered into between the Employer named above and the Employee named above. In consideration of employment and other valuable consideration, the adequacy of which Employee acknowledges, the parties agree as follows.

Non-Solicitation Covenant

During the term of Employee's employment and for a period of months following termination for any reason, Employee shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any client, customer, or prospective client or customer of the Employer with whom Employee had material contact within the 12 months prior to termination for the purpose of providing goods or services that are the same as or competitive with those offered by Employer.

Employee further agrees not to solicit or solicit the employment or engagement of any employee, consultant, or contractor of Employer with whom Employee worked, supervised, or obtained confidential information during the 12 months prior to termination, for a period of months following termination.

The geographic scope of this covenant is limited to and such other areas where Employer conducts substantial business and where Employee had responsibilities or contacts.

For purposes of this Agreement, "solicit" includes active efforts to divert business by personal contact, telephone, email, social media, or other targeted outreach. Passive advertising directed to the general public shall not be considered solicitation unless specifically targeted to known clients of Employer.

Exceptions

Nothing in this Agreement prohibits Employee from accepting unsolicited inquiries from the general public, responding to general advertising not targeted at Employer's clients, or engaging with customers with whom Employee had a pre-existing business relationship not derived from Employee's work for Employer. Any such exception must be documented in writing by Employer to avoid dispute.

Remedies

Employee acknowledges that a breach of this Agreement will cause Employer irreparable harm not adequately compensable by money damages and that Employer shall be entitled to temporary and permanent injunctive relief to enforce this Agreement in addition to any other remedies at law or equity, including recovery of reasonable attorneys' fees and costs.

The parties agree that if any provision of this Agreement is found to be unenforceable in whole or in part, a court may modify such provision to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force and effect.

Severability; Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice of law principles. If any provision is held invalid, the remaining provisions shall remain enforceable.

Consideration and Acknowledgment

Employee acknowledges receipt of valuable consideration for this Agreement, which may include continued employment, promotion, access to confidential information, or other specified consideration. Specify other consideration (if any):

Employee acknowledges that Employee has had the opportunity to consult with independent legal counsel and understands the terms and implications of this Agreement.

Employment History

Employer 1

Employer 2

Education

References (Professional)

Reference 1

Reference 2

Reference 3

Legal Disclosures

At-Will Employment: Employee understands and agrees that, unless otherwise expressly provided in a separate written agreement signed by an authorized representative of Employer, Employee's employment is at-will and may be terminated by either party at any time, with or without cause, subject to the terms of this Agreement.

Equal Opportunity: Employer is an equal opportunity employer. Employer does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic as required by applicable law.

Authorization to Contact and Background Checks

Employee authorizes Employer to contact prior employers and references listed herein and to obtain background, credit, criminal, immigration status, and other employment-related reports as permitted by law. Employee certifies that the information provided in this document is true and complete.

Employee Acknowledgment and Certification

I certify that all information provided in this form is true and complete to the best of my knowledge. I have read this Agreement, understand its terms, and acknowledge that violation of its terms may subject me to injunctive relief and other remedies. I understand that this Agreement restricts certain post-employment activities and that these restrictions are reasonable and necessary to protect Employer's legitimate business interests.

Miscellaneous

This Agreement constitutes the entire agreement between the parties regarding non-solicitation and supersedes any prior oral or written agreements on the same subject. No amendment will be effective unless in writing and signed by both parties.

Employee Printed Name:

By:

Date:

Employer Representative Printed Name:

By:

Date:

Enter text✕

What an Employee Non-Solicitation Form Is

The Employee Non-Solicitation Form is a contractual document used by employers to prohibit departing or current employees from soliciting the company's staff, contractors, or clients for a defined period and within a defined geographic or business scope. It is commonly included as a standalone agreement or as a clause in employment contracts, severance agreements, or separation packages. Enforceability depends on state law and reasonableness of scope. Electronic execution is permitted under federal and most state e-signature laws (ESIGN, UETA), provided the signature meets legal validity requirements and the parties consent to e-records.

Why a Clear Non-Solicitation Form Matters

Use an Employee Non-Solicitation Form to protect staff and client relationships, reduce turnover-related losses, and establish clear post-employment obligations. A well-drafted form clarifies expectations, supports enforcement, and streamlines HR departures while documenting consent for electronic signatures where used.

Why a Clear Non-Solicitation Form Matters

Typical Users and Internal Teams

Employers across industries use this form, particularly HR and legal teams managing employee exits, reorganizations, and acquisitions.

  • Small and mid-size businesses protecting client lists and staff retention during departures.
  • In-house legal departments drafting enforceable post-employment restrictions aligned with state law.
  • Recruiting and HR vendors using forms during hiring and transition processes.

Courts balance employer interests with employee mobility; work with counsel to set geographically and temporally reasonable limits.

Step-by-Step: Complete the Form Correctly

Follow this step-by-step guide to complete an Employee Non-Solicitation Form accurately and ensure all parties can e-sign and retain records.

  • 01
    Identify Parties: Enter full legal names and company entities as listed on IDs.
  • 02
    Define Scope: Describe prohibited solicitation activities, duration, and geographic limits clearly.
  • 03
    Consideration: Specify compensation or benefit supporting the restriction.
  • 04
    Sign & Date: All signatories must sign, date, and consent to electronic records.

Set Up an Electronic Signing Workflow

Configure an online signing workflow to collect signatures in order, validate identity, and store an auditable record of execution.

Field Configuration
Signing Order Set signer roles and sequence; enable role-based routing
Authentication Choose email link, SMS code, or KBA for signer verification
Reminders Enable automatic reminders and expiration dates for pending signatures
Storage Save signed PDF and centralized audit trail with access controls

Platform Requirements for Secure eSigning

Use platforms that support legal e-signature standards, secure storage, and integration with HR or CRM systems.

  • File Types: PDF, DOCX, and common text formats
  • Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
  • Authentication: Email, SMS, SSO, optional KBA

How Electronic Execution Typically Works

This sequence outlines how to prepare, send, sign, and archive an Employee Non-Solicitation Form electronically.

  • Upload Document: Upload final PDF or DOCX version
  • Place Fields: Add signature, date, and initial fields for each signer
  • Authenticate Signers: Select email, SMS, or KBA as needed
  • Complete & Archive: Signed copies, audit trail, and certificate stored securely

Key Elements to Include in a Professional Form

A professional Employee Non-Solicitation Form combines clear definitions, lawful limitations, and administrative fields to support enforceability and streamline electronic signature workflows.

Parties

Identify employer, employee, and any third-party beneficiaries with full legal names and business entity types; include addresses and contact details to reduce ambiguity during enforcement and service of process.

Restricted Conduct

Explicitly list prohibited solicitation behaviors, whether direct or indirect, include recruiting current employees, soliciting clients, or inducing contractors; avoid vague phrasing that courts may interpret against the drafter.

Duration

State a reasonable time limit for restrictions tied to business interests; courts review duration for reasonableness relative to industry norms and legitimate employer needs periodically.

Geographic Scope

Define geographic limits narrowly when possible; overly broad geographic restrictions increase litigation risk and may be unenforceable in some states based on business footprint and customer base.

Consideration

Specify the consideration provided to the employee, such as continued employment, severance payments, or other benefits; courts expect tangible exchange to support restrictive covenants.

Remedies

Include available remedies for breach, such as injunctive relief, damages, and costs; include notice and cure periods if required under governing law to support enforceability.

Security and Compliance Essentials

Encryption: AES-256 at rest; TLS 1.2/1.3
Certifications: SOC 2 Type II, ISO 27001
Privacy Laws: GDPR and CCPA compliance
Health Data: HIPAA available with signed BAA
Audit Trail: Timestamp, IP, action history
Regulatory: ESIGN and UETA recognition

Consequences of Poor Drafting or Execution

Unenforceability: Overbroad terms risk being void
Litigation Costs: Defendability may require costly counsel
State Variations: Different states limit duration or scope
Employee Claims: Non-compete challenges and mobility claims
Missing Consideration: Lack of exchange can void covenant
Improper Notices: Failure to provide required disclosures

Common Preparation Mistakes to Avoid

  • Using overly broad language that attempts to bar all employment activities rather than narrowly defined solicitation.
  • Failing to specify clear geographic or temporal limits, which courts often consider when evaluating reasonableness.
  • Not providing consideration or relying solely on continued at-will employment without added benefits or compensation.
  • Poorly executed signatures, mismatched names, or lack of signed consent to electronic records can undermine enforcement.

eSignature Pricing and Feature Comparison

Compare common eSignature vendor pricing and core features relevant to signing Employee Non-Solicitation Forms to inform procurement decisions.

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, no credit card required Trial policies vary; confirm with vendor directly Trial policies vary; confirm with vendor directly Trial policies vary; confirm with vendor directly Trial policies vary; confirm with vendor directly
Bulk Send Yes — available on Business Premium and Enterprise plans Yes — available; plan limits may apply Yes — enterprise and team plans Yes — available on Business plans No — bulk send not included
Audit Trail Yes — detailed audit trail with timestamps and IPs Yes — complete audit trail and certificates Yes — audit logs and signer evidence Yes — includes activity logs and history Yes — records signer actions and timestamps
HIPAA Compliant Yes — HIPAA support available with signed BAA Yes — BAA available for covered plans Yes — HIPAA features with enterprise agreement No — HIPAA compliance not standard No — HIPAA compliance not standard
Envelope Cap No envelope cap; usage-based Site License available 100 envelopes per user per year limit No public envelope cap disclosed No envelope cap for most plans No envelope cap disclosed publicly

Realistic Use Cases and Outcomes

These anonymized examples illustrate how organizations use Employee Non-Solicitation Forms to protect relationships and simplify electronic execution.

Mid-Size Software Firm

A mid-size software firm added a standalone Employee Non-Solicitation Form to new hire packets and exit checklists to protect client contacts and project teams.

  • Form limited solicitation for 12 months post-termination.
  • Having clear language reduced disputes and allowed the company to send and receive signed acknowledgments electronically, preserving an audit trail for HR and legal review while reducing administrative turnaround time.

Regional Healthcare System

A regional healthcare system tailored non-solicitation clauses to avoid patient-transfer conflicts and protect clinical teams while remaining compliant with HIPAA privacy obligations.

  • Included HIPAA-aware language and a BAA where PHI shared.
  • Electronic execution allowed remote signoffs during staff transitions; signatures were stored with audit trails and role-based access to satisfy compliance needs and to support defensible enforcement if solicitation disputes arose.

Frequently Asked Questions

Frequently asked questions address enforceability, e-signature legality, common drafting errors, and practical signing or storage issues for Employee Non-Solicitation Forms.


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