Can this agreement be signed electronically?

Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied. Confirm exceptions do not apply in a particular case.

What duration is reasonable for enforcement?

Reasonableness varies by industry and jurisdiction. Courts commonly accept periods measured in months rather than many years; tailor duration to protect legitimate business interests and document the justification.

Are witness or notarization requirements common?

Witness or notary requirements for employment covenants are uncommon but can exist in certain states or for particular ancillary documents. Verify state-specific requirements and include witness fields if jurisdiction mandates them.

How should client lists be defined?

Use objective, demonstrable criteria—account numbers, active clients within a specified lookback period, or contracted accounts—instead of vague terms like 'clients known to employee' to minimize disputes about scope.

What if an employee refuses to sign?

If signature is a condition of employment, consider whether the employer is willing to rescind the offer. For current employees, consider appropriate consideration or renegotiation; seek legal counsel before imposing discipline or termination.

How long should executed agreements be retained?

Retain executed agreements for the active term plus additional years to support defense of claims—commonly at least 3 to 7 years—and comply with any industry-specific retention rules such as HIPAA for healthcare records.

Electronic Signature
Templates
HR
Employee Nonsolicitation Agreement

Employee Nonsolicitation Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

EMPLOYEE NONSOLICITATION AGREEMENT

This Employee Nonsolicitation Agreement (the "Agreement") is entered into as of by and between Employer Name: , with principal place of business at (the "Employer"), and Employee Name: , residing at (the "Employee").

1. Position and Consideration

Position Title:

Job Title Department Reporting Manager Start Date Salary or Consideration Provided

In consideration of employment and other good and valuable consideration, the sufficiency and receipt of which Employee acknowledges, Employee agrees with Employer as set forth below.

2. Definitions

"Customer" means any person or entity that, during the 12 months prior to the date of Employee's termination of employment, was a customer, client, or prospective customer with whom Employee had material contact on behalf of Employer. The applicable look-back period may be changed by mutual agreement: Look-back period (months):

"Solicit" means to directly or indirectly call upon, solicit, induce or attempt to induce employees or customers of Employer to terminate a relationship with Employer or to cease procuring goods or services from Employer.

3. Nonsolicitation of Employees

During Employee's employment with Employer and for following termination for any reason, Employee shall not, directly or indirectly, solicit, recruit, or induce any person employed or engaged by Employer at the time of such termination to terminate employment or engagement with Employer, nor shall Employee employ or attempt to employ such person.

4. Nonsolicitation of Customers

During Employee's employment and for following termination, Employee shall not, directly or indirectly, solicit or attempt to solicit any Customer for the purpose of providing products or services competitive with those provided by Employer, that were a subject of Employee's work while employed by Employer.

5. Exceptions

The restrictions in Sections 3 and 4 shall not apply to: (a) general advertisements not targeted at Employer's employees or Customers; (b) individuals who respond to a general solicitation by Employee; or (c) solicitations for which Employer has provided prior written consent. Specify any agreed exceptions (if none, leave blank):

6. Geographic Scope

The geographic scope of this Agreement shall be reasonable and limited to areas where Employer conducts business or where Employee had material contact for Employer within the look-back period. If a specific geographic scope is agreed, state here:

7. Remedies and Enforcement

Employee acknowledges that breach of this Agreement will cause irreparable harm to Employer for which monetary damages may be inadequate. Employer shall be entitled to equitable relief, including injunction and specific performance, in addition to any other remedies at law or in equity. Employee further agrees that Employer may seek recovery of attorneys' fees and costs incurred in enforcing this Agreement.

8. Confidentiality and Non-Disclosure

Employee shall continue to honor and be bound by any confidentiality, non-disclosure, and proprietary information obligations to Employer. Nothing in this Agreement grants Employee any right to use Employer's confidential information except as necessary to perform Employee's duties while employed.

9. Severability; Governing Law

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall attempt to reform any invalid provision to effect the parties' intent. This Agreement shall be governed by the laws of the state agreed by the parties:

10. Acknowledgments and Certifications

Employee acknowledges receipt of a copy of this Agreement, has read and understands its terms, has had the opportunity to seek independent legal advice, and agrees that the restrictions are reasonably necessary to protect Employer's legitimate business interests.

Personal Information

Employment History

Employer 1 - Company Employer 2 - Company

Education

References

Reference 1 Reference 2 Reference 3

Legal Disclosures

At-Will Employment: Employee understands that nothing in this Agreement or in any other Employer document alters the at-will nature of employment unless expressly stated in a separate written agreement signed by an authorized representative of Employer.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to race, color, religion, sex, national origin, disability, age, or any other protected characteristic under applicable law.

Applicant Certification & Background Authorization

I certify that all information provided in this Agreement and in any attachments is true and complete to the best of my knowledge. I understand that false statements may be grounds for disciplinary action, up to and including termination.

I authorize Employer and its agents to investigate my background, including employment history and references, and to obtain a consumer or investigative background report as permitted by law. I consent to Employer contacting my prior employers and references.

Employee Certification

I certify that all information provided is true and complete.

I authorize Employer to contact previous employers and to conduct background checks as described above.

Additional Terms

Employer:

By:

Date:

Employee:

By:

Date:

What an Employee Nonsolicitation Agreement Covers

The Employee Nonsolicitation Agreement is a written contract between an employer and an employee that restricts the employee from soliciting the employer's staff, contractors, or clients for a defined period after separation. Typical clauses identify prohibited solicitation methods, specify covered parties and customer lists, set a temporal limit, and describe permitted exceptions. These agreements aim to protect confidential relationships and business stability while balancing employee mobility; they are commonly bundled with employment offers, severance arrangements, or standalone post-employment covenants.

Why include a Nonsolicitation Clause in Employment Documents

A clear Employee Nonsolicitation Agreement helps protect client goodwill, preserve key teams, and provide contractual remedies if departing staff attempt to solicit clients or coworkers; it also signals expectations to employees and supports defensible enforcement decisions.

Organizations and Roles That Commonly Use This Agreement

Employers across services, technology, healthcare, and sales use these agreements to limit solicitation and protect client goodwill.

Small businesses protecting client lists and key accounts during employee departures.
Sales teams and account managers where personal relationships drive recurring revenue.
Professional services and consultancies that rely on confidential client relationships.

Human resources, general counsel, and hiring managers typically coordinate on drafting, implementation, and enforcement of nonsolicitation terms within onboarding and separation workflows.

Who Prepares and Signs This Agreement

HR Director

Selects when a nonsolicitation clause is appropriate, integrates the provision into onboarding and separation paperwork, and documents compliance. HR coordinates training, maintains executed copies, and records any suspected violations for escalation to legal counsel or management.

Employment Counsel

Drafts and tailors language for enforceability under applicable state law, advises on permissible scope and duration, and handles disputes. Counsel supports risk assessment, negotiates terms if proposed by employees, and represents the company in enforcement actions if necessary.

Required Information and Standard Fields

Employee Full Name: Enter legal name as on ID

Employer Legal Name: Use registered business name

Effective Date: MM/DD/YYYY format; agreement starts then

Restricted Parties: List employees, contractors, and affiliates

Scope Description: Customers, accounts, territories, and channels

Duration: Specify months or years for restriction

Primary Risks if the Agreement Is Defective

Unenforceable Terms: May be struck by court

Litigation Costs: Defense and damages exposure

Blue Pencil Risk: Court may narrow terms

Employee Churn: Harm to recruitment and morale

Financial Penalties: Statutory fines or liquidated damages

Reputational Harm: Client relationships may be affected

Common drafting and execution mistakes

Overbroad geographic or customer definitions that courts deem unreasonable, increasing the likelihood the entire clause will be invalidated rather than narrowed.
Undefined terms such as 'clients' or 'prospects' without objective criteria create ambiguity and reduce enforceability in litigation or arbitration.
Failure to tie nonsolicitation to legitimate business interest like client relationships, trade secrets, or workforce stability can lead to dismissal.
Incorrect execution, missing signatures, or failure to obtain required witnesses or notarization (where state law demands) may void the agreement.

Core Provisions to Include in a Professional Agreement

Core provisions define prohibited solicitation activities, identify covered parties and customers, set temporal limits, and specify remedies and dispute resolution for the Employee Nonsolicitation Agreement.

Prohibited Acts

Specify direct and indirect solicitation methods prohibited, including phone calls, emails, social outreach, recruitment, and inducement of clients or staff; include examples to clarify scope and reduce interpretive disputes.

Covered Parties

Identify whether restriction applies to former employees, contractors, vendors, subcontractors, or defined client lists; include criteria for persons captured and any exempt roles such as public recruiters.

Scope

Describe customer categories, account identifiers, industries, or territories covered. Use objective markers like account numbers or active-client lists to avoid overbreadth and improve enforceability.

Duration

State the time period (months or years) the restriction applies post-termination; justify length as reasonable given business interests and industry norms to withstand judicial review.

Consideration

Document consideration provided in exchange for the restriction — employment offer, continued salary, bonus, or severance — to ensure the clause is supported and enforceable.

Remedies

Specify injunctive relief, liquidated damages, or attorneys' fees; clarify dispute resolution forum and choice of law to streamline enforcement and reduce costly litigation uncertainty.

Step-by-step: How to complete and execute the agreement

Follow these steps to complete and implement an Employee Nonsolicitation Agreement accurately and in compliance with applicable law.

01

Drafting: Define scope, duration, and legitimate business interest clearly.
02

Legal Review: Confirm state enforceability and tailor language accordingly.
03

Execution: Obtain signatures, dates, and witness or notary if required.
04

Distribution: Provide fully executed copies to all parties and HR.

Configuring an online e-sign workflow for this agreement

Set up an online workflow for drafting, routing, and e-signing the Employee Nonsolicitation Agreement using conditional fields and signer roles.

Field	Configuration
Signer Order	Employer signs first, then employee signs
Authentication	Email link with optional SMS code
Conditional Fields	Show client list if 'Yes' selected
Signature Type	Drawn, typed, or certificate-based signature

Typical routing and storage process

Typical routing and delivery steps for executing and storing a signed Employee Nonsolicitation Agreement.

Upload Document: Upload final template or PDF to the platform.
Place Fields: Add signature, date, and initial fields.
Send for Signature: Assign signers and send secure signing link.
Archive: Store executed copy with audit trail and access controls.

Digital signing capabilities to check

Choose an e-signature platform that supports secure audit trails, required authentication, and HIPAA or industry compliance when necessary.

Integrations: Connects with HRIS and CRM
File Formats: Accepts PDF and DOCX
Authentication: Supports SMS, KBA, and SSO

Key timelines and execution deadlines

Key timing considerations and deadlines for drafting, executing, and enforcing an Employee Nonsolicitation Agreement.

Execution Deadline:

Signed before start or at onboarding; document date required.

Review Period:

Allow employee reasonable review time; 7–14 days suggested.

Post-Term Enforcement:

Restrictions typically enforced for 6–24 months depending on jurisdiction.

Severance Trigger:

Severance payments tied to continued restriction period.

Document Retention:

Retain executed copy for at least 3 years post-termination.

Pricing and feature comparison for e-signature vendors

A concise comparison of common plan features and starting prices to consider when choosing an e-signature provider for Employee Nonsolicitation Agreements; signNow is listed first per table conventions.

	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 trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-world examples of e-signature use for employment covenants

Examples of organizations using e-signature workflows to execute employment and HR agreements, including restrictive covenants and onboarding documents.

Tech Data

Tech Data centralized signatures for employee agreements to reduce processing delays and centralize records.

The change reduced manual handoffs and improved traceability for HR.
"Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue," illustrating operational and compliance benefits when agreements are executed digitally and preserved with audit trails.

Fertility Centers of Illinois

Fertility Centers streamlined signature capture across clinics to ensure consistent execution of employment and confidentiality provisions.

Standardized templates and centralized storage reduced missing signatures and version drift.
The organization reported greater confidence in enforcement readiness by keeping complete digital records and secure audit trails tied to each executed agreement.

Practical drafting and implementation tips

Actionable best practices to improve clarity, compliance, and enforceability of Employee Nonsolicitation Agreements in everyday HR workflows.

Tailor Scope to Business Need

Draft narrowly: limit coverage to specific customer lists, account identifiers, territories, or channels directly linked to the employee's role. Narrow scope reduces litigation risk and increases the chance a court will enforce the restriction rather than invalidate it outright.

Document Consideration Clearly

Record the consideration provided in exchange for the restriction—salary, bonus, or severance—and specify amounts or formulas when possible. Clear consideration demonstrates the bargain element and supports enforceability, especially for post-termination agreements.

Use Objective Attachment Lists

Attach exhibits that identify affected clients or accounts by account number or active-client criteria. Objective exhibits reduce ambiguity and allow courts to assess reasonableness without relying on vague terminology that invites dispute.

Review State Law Regularly

Because enforceability standards and judicial approaches differ by state, review template language with counsel before rollout and update when moving employees across jurisdictions to maintain legal compliance and minimize exposure.

Common questions and practical answers

Answers to frequently asked questions about drafting, signing, enforcing, and storing Employee Nonsolicitation Agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied. Confirm exceptions do not apply in a particular case.
What duration is reasonable for enforcement?
Reasonableness varies by industry and jurisdiction. Courts commonly accept periods measured in months rather than many years; tailor duration to protect legitimate business interests and document the justification.
Are witness or notarization requirements common?
Witness or notary requirements for employment covenants are uncommon but can exist in certain states or for particular ancillary documents. Verify state-specific requirements and include witness fields if jurisdiction mandates them.
How should client lists be defined?
Use objective, demonstrable criteria—account numbers, active clients within a specified lookback period, or contracted accounts—instead of vague terms like 'clients known to employee' to minimize disputes about scope.
What if an employee refuses to sign?
If signature is a condition of employment, consider whether the employer is willing to rescind the offer. For current employees, consider appropriate consideration or renegotiation; seek legal counsel before imposing discipline or termination.
How long should executed agreements be retained?
Retain executed agreements for the active term plus additional years to support defense of claims—commonly at least 3 to 7 years—and comply with any industry-specific retention rules such as HIPAA for healthcare records.

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