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Non Soliciting Agreement

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NON-SOLICITATION AGREEMENT

This Non-Solicitation Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company Name: , a organized under the laws of , with a principal place of business at , and Recipient Name: , an individual / entity designated as , residing or having a principal address at .

RECITALS

WHEREAS, Company conducts a business engaged in and has invested substantial time and resources developing customer relationships, goodwill, confidential information and proprietary business processes;

WHEREAS, Recipient has or will have access to Company Confidential Information and close contact with Company customers and employees such that Recipient is capable of interfering with those relationships or diverting customers or employees to a competing enterprise; and

WHEREAS, Company and Recipient desire to define and limit Recipient's ability to solicit Company customers and employees in order to protect Company's legitimate business interests and investment.

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

1. DEFINITIONS

1.1 "Confidential Information" means non-public information of Company including but not limited to customer lists, pricing, marketing plans, trade secrets, financial data, formulas, software, technical data, and other information reasonably understood to be confidential. Confidential Information excludes information that is or becomes generally available to the public other than through a breach of this Agreement.

1.2 "Customer" means any person or entity that during the twelve (12) months prior to the termination of Recipient's relationship with Company had an active business relationship with Company or about whom Recipient obtained Confidential Information in the course of Recipient's duties.

1.3 "Solicit" or "Solicitation" means any direct or indirect attempt to induce, recruit, influence, contact, divert or accept business from or provide services to a Customer of Company for purposes competitive with Company's business.

2. NON-SOLICITATION COVENANT

2.1 During Recipient's engagement with Company and for a period of months following the termination of Recipient's engagement for any reason, Recipient shall not, directly or indirectly, on Recipient's own behalf or on behalf of any other person or entity, solicit or attempt to solicit any Customer of Company for the purpose of providing products or services that are competitive with those offered by Company.

2.2 The restriction set forth in Section 2.1 applies to any solicitation by electronic communication, telephone, in-person contact, indirect communication through third parties, or by assisting others to solicit Customers.

3. NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS

3.1 During Recipient's engagement with Company and for the Restriction Period specified in Section 2.1 thereafter, Recipient shall not, directly or indirectly, induce or attempt to induce any employee, consultant, or independent contractor of Company to terminate their relationship with Company, accept employment with or perform services for any business that is competitive with Company, or otherwise interfere with Company's relationships with its personnel.

4. SCOPE; EXCEPTIONS

4.1 This Agreement is intended to be reasonable in scope, duration and geographic area to protect Company's legitimate business interests. Recipient acknowledges that the limitations are an essential part of the consideration for this Agreement.

4.2 Notwithstanding Sections 2 and 3, the restrictions shall not apply to (a) general solicitations not specifically targeted at Company's Customers or personnel such as advertisements placed in media of general circulation; or (b) Customers set forth on the parties' agreed exclusion list: see Excluded Customers below.

5. CONFIDENTIAL INFORMATION AND COOPERATION

5.1 Recipient acknowledges its continuing obligation not to disclose or use Confidential Information except as necessary to perform Recipient's duties for Company. Recipient further agrees to cooperate with Company and to return all Company property and Confidential Information upon request or upon termination of Recipient's engagement.

6. REMEDIES

6.1 Recipient agrees that any breach of this Agreement will cause Company irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedy available at law or in equity, Company shall be entitled to seek injunctive relief, specific performance and any other equitable relief necessary to enforce the provisions of this Agreement without requirement of posting bond. Company shall also be entitled to recover its reasonable attorneys' fees, costs and expenses incurred in enforcing this Agreement.

7. REPRESENTATIONS; NO CONFLICT

7.1 Recipient represents and warrants that entering into and performing this Agreement will not breach any agreement with a third party or violate any law or duty owed to any third party.

8. TERM; SURVIVAL

8.1 This Agreement shall commence on the Effective Date set forth above and shall continue for the duration specified herein. The covenants set forth in Sections 2, 3, 5 and 6 shall survive termination of Recipient's engagement with Company for the duration of the Restriction Period.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

10. ASSIGNMENT

10.1 Recipient may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Company may assign this Agreement to any successor to substantially all of its business by sale, merger, consolidation or operation of law.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

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 and communications, whether written or oral.

12.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. To the extent any provision is found to be unenforceable due to breadth of scope, duration or geographic area, the parties agree that a court may modify such provision to the maximum extent necessary to make it enforceable.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall be effective unless in writing and signed by the party granting the waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement.

13.2 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 transmitted by electronic means shall be binding.

14. MISCELLANEOUS

14.1 The parties acknowledge that the restrictions set forth herein are reasonable and necessary to protect Company's legitimate business interests. The headings in this Agreement are for convenience only and shall not affect its interpretation.

Company:

Printed Name:

By:

Title:

Date:

Recipient:

Printed Name:

By:

Title:

Date:

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What a Non Soliciting Agreement Is and when it applies

A Non Soliciting Agreement is a contract in which one party agrees not to solicit, recruit, or attempt to hire the other party's employees, contractors, or customers for a defined period and scope. It may be a standalone document or a clause inside an employment, vendor, or asset purchase agreement. Key elements include the restricted activities, duration, geographic or market scope, exceptions, consideration, and remedies for breach. When executed under the ESIGN Act (15 U.S.C. ch. 96) and relevant state UETA provisions, an electronically signed Non Soliciting Agreement is generally enforceable like a paper-signed version.

Why organizations use Non Soliciting Agreements

Non Soliciting Agreements protect customer relationships, preserve institutional knowledge, and reduce turnover risk after a separation or transaction. They clarify prohibited conduct and remedies, helping minimize business disruption and litigation exposure when narrowly tailored and supported by consideration.

Why organizations use Non Soliciting Agreements

Who typically prepares and signs this agreement

Organizations of many sizes use Non Soliciting Agreements to protect clients and staff during employment, sale, or vendor transitions.

  • Human resources teams and in-house counsel use them to manage employee mobility and client protection during separations.
  • Business owners and buyers include them in asset purchase or merger documents to preserve customer lists and goodwill.
  • Recruiting and staffing firms use tailored non-solicit terms to protect placements and contractor relationships.

Make sure the signatory has authority and that the scope and duration are reasonable under governing state law to support enforceability.

Core components to include in a professional Non Soliciting Agreement

A well-drafted agreement balances protection with enforceability by clearly defining parties, scope, duration, exceptions, consideration, and remedies.

Parties identified

Clearly name each party and any affiliated entities or successor businesses whose employees or customers are covered by the restriction.

Restricted activity

Define prohibited acts precisely (solicit employees, solicit customers, induce termination of contracts) and avoid vague language that courts may refuse to enforce.

Geographic scope

If applicable, limit the geographic or market area to where the business actually operates to improve chances of enforcement.

Duration

Specify a fixed, reasonable time period for restrictions; overly long durations increase the risk a court will refuse enforcement.

Consideration

State the consideration supporting the promise (employment, severance, sale proceeds) because consideration is required in many jurisdictions.

Remedies and carveouts

Describe available remedies (injunctive relief, damages, attorneys' fees) and carveouts for prior relationships or passive solicitations.

Step-by-step: creating, executing, and recording a Non Soliciting Agreement

Follow these steps to draft, sign, and retain a Non Soliciting Agreement that holds up under review.

  • 01
    Draft clearly: Use precise scope, duration, and exceptions.
  • 02
    Obtain consideration: Document the payment, job offer, or sale consideration.
  • 03
    Verify signer: Confirm signatory authority before execution.
  • 04
    Retain records: Store executed copies with audit trail.

Customizing the agreement workflow for online completion

Set up a repeatable digital workflow that controls signer order, authentication, and document retention.

Field Configuration
Signer Order Sequential signing with employer first
Authentication Email link plus optional SMS code
Conditional Fields Show carveouts when specific boxes ticked
Retention Save PDF/A with audit trail

Where to send and who should receive the executed agreement

Define recipients and storage locations for executed copies to ensure accessibility and compliance.

  • Counterparty: Send final signed copy to the other party
  • HR File: Place signed agreement in employee personnel record
  • Legal Repository: Archive master copy with counsel or legal ops
  • Secure Backup: Store encrypted backup offsite

Digital signing considerations and platform requirements

Choose a signing platform that supports lawful electronic execution and secure record retention.

  • Authentication: Email, SMS, or KBA
  • Audit Trail: IP, timestamp, action log
  • File Types: PDF, DOCX supported

Ensure the provider offers ESIGN/UETA compliance, encrypted storage, and exportable audit trails so electronically signed agreements can be reproduced reliably in litigation or regulatory review.

Key dates and timing to include or track

Track effective dates, notice windows, and survival terms so obligations and remedies are clear and enforceable.

Effective Date:

Date obligations begin (MM/DD/YYYY)

Notice Period:

Time to cure breach before remedies

Restriction Duration:

Length of non-solicit obligation

Survival Clause:

Which provisions survive termination

Review Cycle:

Periodic legal review schedule

Common mistakes to avoid when preparing a Non Soliciting Agreement

  • Using overly broad geographic or duration limits that courts may find unreasonable and refuse to enforce.
  • Failing to document consideration or using past consideration without clear new value provided at signing.
  • Neglecting to identify which affiliates or customer lists are covered, leaving essential terms ambiguous.
  • Not verifying signer authority or using unsigned template copies that create chain-of-title disputes.

Consequences and legal risks of a deficient agreement

Unenforceability: Court may void restriction
Injunction denied: No emergency relief available
Monetary damages: Award to injured party
Attorney fees: Significant litigation costs
Employee disputes: Claims for restraint of trade
Reputational harm: Customer or staff distrust

Real-world examples of Non Soliciting Agreement use

Practical examples show common scenarios and how organizations document protections.

Tim Martin — Real Estate

A regional brokerage used a stand‑alone non-solicit for departing agents to protect listings and client lists.

  • The agreement limited solicitation to a 12‑month period within the county.
  • Tim Martin reported the clause reduced client churn after departures and provided a clear basis for injunctive relief when necessary.

Fertility Centers of Illinois — Healthcare

A healthcare provider added non-solicit terms to physician separation agreements to protect patient panels and referral relationships.

  • Carveouts preserved patient choice and mandated notice requirements.
  • The clause was paired with confidentiality provisions and retained for six years to satisfy HIPAA and audit needs.

Typical signers and decision-makers for a Non Soliciting Agreement

HR Director

Responsible for onboarding and personnel records; negotiates employee-side terms and ensures the signed agreement is stored in personnel files and integrated with exit procedures.

Business Owner

Signs on behalf of the company in asset sales or employment separations; responsible for approving consideration and coordinating counsel review to confirm enforceability.

Security and compliance controls for storing executed agreements

Encryption: AES-256 at rest; TLS 1.2/1.3
Audit Trail: Comprehensive IP and timestamp logs
Access Controls: Role-based permissions and SSO
Regulatory: ESIGN and UETA compliant
HIPAA Support: BAA available where required
Certifications: SOC 2 Type II; ISO 27001

Comparison of typical eSignature vendor pricing and features

Cloud eSignature solutions vary by pricing model and compliance features; signNow is listed first for direct 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 Yes, 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Non Soliciting Agreements

Answers to common questions about enforceability, electronic signing, state differences, revocation, and recordkeeping for Non Soliciting Agreements.


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