Are eSignatures valid for this agreement?

Yes. Electronic signatures meet the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided signature intent, consent to electronic transactions, attribution, and reliable record retention are all present.

How long should a restriction last?

Reasonable durations depend on industry and role; court scrutiny increases with longer periods. Typical terms range from 6 to 24 months depending on the business justification.

Do I need a notary or witness?

Most states do not require notarization for private non-solicitation agreements. Notarization can improve evidentiary weight but is not legally required in most jurisdictions.

Can I use the same template in every state?

You can start with a standard template, but tailor geographic scope and choice-of-law provisions to state-specific limits to reduce invalidation risk.

What happens if a court finds part unenforceable?

Many agreements include severability or blue-pencil clauses allowing courts to modify or sever unreasonable provisions rather than void the entire agreement.

How do I revoke or change a signed agreement?

Mutual amendment in writing signed by all parties is the typical method. Unilateral revocation is generally not effective unless the agreement provides the right to rescind.

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Legal
Non-Solicitation Agreement Template

Non-Solicitation Agreement Template

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

NON-SOLICITATION AGREEMENT

This Non-Solicitation Agreement (the "Agreement") is made and entered into as of by and between , an entity organized as Corporation LLC Individual, with principal place of business at (hereinafter "Party A"), and , an entity organized as Corporation LLC Individual, with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A and Party B have established a business relationship pursuant to which each party has acquired knowledge of the other party's employees, contractors, customers, pricing, and business strategies; and

WHEREAS, each party seeks to protect its legitimate business interests, including customer relationships and employee stability, by restricting direct or indirect solicitation for a limited period following termination of the business relationship; and

WHEREAS, the parties agree that the restrictions set forth herein are reasonable and necessary to protect those interests and constitute adequate consideration for this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Employee" means any person who is or was employed by a party at any time during the twelve (12) month period preceding the date of such person's termination of employment or separation from the party.

1.2 "Client" or "Customer" means any individual or entity that (a) was a paying client of a party during the twelve (12) month period prior to the termination of services, or (b) was a prospective client with whom a party had documented, substantive contact during such period.

1.3 "Solicit" or "Solicitation" includes, without limitation, directly or indirectly (a) contacting, inducing, or attempting to induce an Employee or Client to terminate or alter their relationship with a party; (b) assisting or facilitating third-party solicitation; or (c) employing, retaining, or engaging any Employee in a manner that would cause such Employee to terminate or breach obligations to the other party.

2. NON-SOLICITATION OF EMPLOYEES

2.1 For the duration set forth in Section 4, neither party shall, directly or indirectly, solicit, hire, recruit, or encourage to leave employment any Employee of the other party for purposes of employment or independent contracting. The prohibition extends to any action taken in concert with others or through third parties.

2.2 The restrictions of this Section shall not apply to: (a) persons who respond to a general, non-targeted advertisement that is not specifically directed at Employees of the other party; or (b) Employees who independently initiate contact with a party without any direct or indirect solicitation by that party.

3. NON-SOLICITATION OF CLIENTS

3.1 For the duration set forth in Section 4, neither party shall, directly or indirectly, solicit or accept business from any Client of the other party with respect to products or services substantially similar to those provided by the other party during the twelve (12) months preceding the date of termination of the parties' business relationship, where such solicitation is intended to divert business away from the other party.

Excluded Clients or Exceptions (describe parties, if any):

3.2 A party shall not be deemed to have violated this Agreement by continuing a pre-existing business relationship with a Client if such continuation does not result from solicitation in violation of this Agreement.

4. TERM

Duration of Non-Solicitation (in months):

4.1 The restrictions set forth in Sections 2 and 3 shall commence on the Effective Date and shall remain in full force and effect for the number of months specified above following the termination or expiration of the parties' business relationship for any reason.

5. CONSIDERATION

5.1 The parties agree that the obligations contained herein are supported by fair and adequate consideration, including, without limitation, the exchange of business opportunities, confidential information, continued employment or engagement, and other mutual promises. The specific consideration provided by each party shall be described as follows:

Description of Consideration:

6. REMEDIES; INJUNCTIVE RELIEF

6.1 Each party acknowledges that a breach or threatened breach of this Agreement would cause the other party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief, specific performance and any other provisional or equitable remedies to prevent or curtail any actual or threatened breach without the requirement of posting a bond.

6.2 The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement, that the execution and delivery of this Agreement have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

8. ASSIGNMENT

8.1 Neither party may assign or transfer this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the successor assumes all obligations hereunder.

9. NOTICES

9.1 All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the party at the address set forth below or at such other address as such party may designate by notice in accordance with this Section.

Notice Address for Party A: Notice Address for Party B:

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

10.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed binding for all purposes.

11. GOVERNING LAW; VENUE

Governing Law State:

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflicts of laws principles. Each party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in such state for resolution of any disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; SURVIVAL

12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12.2 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the extent necessary to make it enforceable or, if reformation is not possible, severed without affecting the remainder of this Agreement which shall remain in full force and effect.

12.3 The provisions of this Agreement that by their nature are intended to survive termination or expiration shall survive, including but not limited to Sections 2, 3, 6, 11, and 12.

SIGNATURES

Party A — Printed Name:

By:

Date:

Party B — Printed Name:

By:

Date:

What the Non-Solicitation Agreement Template Is

A Non-Solicitation Agreement Template is a standardized contract form used to prevent a former employee, contractor, or business partner from soliciting clients, customers, or employees after the business relationship ends. The template provides editable clauses for parties, defines the restricted activities, sets a time period and geographic scope, and specifies remedies for breaches. It is intended for use in employment, vendor, and partnership contexts and should be tailored to state law to improve enforceability while avoiding overbroad restrictions that courts commonly strike down.

Why Use a Carefully Drafted Non-Solicitation Agreement

A clear template protects customer relationships and staff by establishing limited, time-bound restrictions and documented remedies.

Who Typically Uses This Template

Organizations and individuals use non-solicitation templates to protect client lists, employees, and trade relationships while documenting expectations.

Small and medium-sized businesses protecting customer lists and sales teams from post-termination solicitation.
Employers including in employment offers or separation agreements to preserve goodwill and customer relationships.
Law firms and HR teams deploying consistent clauses across hires and contractor engagements.

Tailor the template to the role, industry, and governing law before final execution to maximize enforceability.

Step-by-Step: Filling Out the Non-Solicitation Agreement

Follow these steps in sequence to prepare a complete, enforceable agreement and reduce negotiation delays.

01

Identify Parties: Enter full legal names and entity types as shown on formation documents.
02

Define Scope: Specify activities, clients, and employees covered with clear language.
03

Set Limits: Choose a reasonable duration and geographic area appropriate to the role.
04

Sign and Date: Ensure all signatories sign, date, and include printed names and titles where required.

Core Clauses Included in the Template

A professional Non-Solicitation Agreement Template includes several standard clauses that together define prohibited conduct, exceptions, and remedies while enabling limited customization for jurisdiction-specific rules.

Non-Solicitation

Clear prohibition on soliciting clients or customers specified by name or class, including whether passive marketing is excluded and any carve-outs for preexisting relationships.

Non-Recruitment

Restriction on soliciting or hiring current employees or contractors for a stated period, with defined exceptions for general advertising.

Duration and Territory

Time-limited duration and geographic boundaries tailored to role and industry to improve enforceability against claims of overbreadth.

Consideration

Statement of what the individual receives in exchange for the covenant—continued employment, severance, or other specific consideration.

Remedies

Specify injunctive relief, liquidated damages, fee-shifting, or other remedies, and whether temporary restraining orders are permissible.

Severability

A clause allowing courts to reform or sever unenforceable provisions while preserving valid restrictions where state law permits.

Security and Compliance Considerations for Signed Templates

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Timestamped signatures and action logs

HIPAA: HIPAA-compliant with BAA required

ESIGN/UETA: Compliant with ESIGN and UETA

SOC 2: SOC 2 Type II certification

21 CFR Part 11: Support for FDA electronic records

Common Legal Risks and Consequences

Unenforceability: Overbroad scope can lead courts to void the covenant.

State Variations: Some states restrict or narrowly interpret restraints on trade.

Injunction Limits: Courts may deny injunctive relief absent clear irreparable harm.

Liquidated Damages: Unreasonable amounts may be struck as penalties.

Employment Retaliation: Improper enforcement can trigger wrongful termination claims.

Tax Consequences: Severance tied to covenant may affect withholding and reporting.

Avoidable Drafting Mistakes

Using vague language for restricted clients or activities makes enforcement difficult and invites litigation over meaning.
Failing to provide clear, adequate consideration—especially for post‑employment covenants—can render the agreement unenforceable.
Applying an overly broad geographic scope that covers areas where the business has no presence increases the chance of judicial narrowing or invalidation.
Omitting carve-outs for preexisting clients or general advertising can unfairly restrain lawful business and lead to disputes.

Customizing and Deploying the Template Online

Set up the template fields, routing, and authentication options before sending to signers to ensure a consistent and auditable workflow.

Field	Configuration
Authentication Method	Email link, SMS code, or stronger ID verification
Template Reuse	Save as reusable template with locked clauses
Routing Order	Specify signer sequence and parallel steps
Audit Trail	Enable full action log and signed PDF certificate

Where to Send and How Signing Typically Works

Non-solicitation agreements are usually exchanged directly between employer and employee or included in offer or separation packages and can be signed electronically or on paper.

Upload Document: Import the template as PDF or DOCX.
Place Fields: Add signature, date, and initial fields where required.
Add Signers: Enter signer emails and set signing order.
Send for Signature: Distribute by email or secure signing link.

Digital Signing and Platform Requirements

Choose an eSignature platform that supports audit trails, legal compliance, and the file formats you use.

File Formats: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA, or advanced options

eSignature Provider Pricing and Feature Snapshot

Compare common cost and capability criteria for signing non-solicitation agreements; signNow is shown first for direct feature comparison.

	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 by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions about the Template

Answers to common questions about enforceability, signing, and practical implementation of non-solicitation agreements in the United States.

Need help? Contact support

Are eSignatures valid for this agreement?
Yes. Electronic signatures meet the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided signature intent, consent to electronic transactions, attribution, and reliable record retention are all present.
How long should a restriction last?
Reasonable durations depend on industry and role; court scrutiny increases with longer periods. Typical terms range from 6 to 24 months depending on the business justification.
Do I need a notary or witness?
Most states do not require notarization for private non-solicitation agreements. Notarization can improve evidentiary weight but is not legally required in most jurisdictions.
Can I use the same template in every state?
You can start with a standard template, but tailor geographic scope and choice-of-law provisions to state-specific limits to reduce invalidation risk.
What happens if a court finds part unenforceable?
Many agreements include severability or blue-pencil clauses allowing courts to modify or sever unreasonable provisions rather than void the entire agreement.
How do I revoke or change a signed agreement?
Mutual amendment in writing signed by all parties is the typical method. Unilateral revocation is generally not effective unless the agreement provides the right to rescind.

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