Question 1

What counts as 'solicitation'?

Accepted Answer

Direct outreach to clients or employees with the intent to bring them to your new company. Calling, emailing, messaging on LinkedIn, or having someone else do it on your behalf all count. Posting a general announcement ('I've joined XYZ firm!') on social media is usually not solicitation — it's not targeted at specific people.

Question 2

Can a client reach out to me despite a non-solicitation clause?

Accepted Answer

Yes — most non-solicitation clauses only restrict your active outreach. If a former client finds you and wants to work with you, that's generally fine. The key is who initiated the contact. Keep records of how the relationship restarted — if your former employer sues, you'll need to prove you didn't solicit.

Question 3

How long do non-solicitation clauses last?

Accepted Answer

Typically 12–24 months. Courts are more willing to enforce non-solicitation clauses for longer periods than non-competes because they're less restrictive — you can still work, you just can't poach. A 2-year non-solicitation is generally enforceable; a 5-year one would face challenges.

Question 4

Are non-solicitation clauses more enforceable than non-competes?

Accepted Answer

Yes — in most jurisdictions, courts are much more willing to enforce non-solicitation because they don't prevent you from earning a living. They just protect the former employer's relationships. Even in California, where non-competes are banned, non-solicitation of employees is often enforceable (though client non-solicitation is more contested).

Question 5

What happens if you violate a non-solicitation clause?

Accepted Answer

Your former employer can sue for damages (lost revenue from the poached clients) and seek an injunction. If a non-solicitation clause includes liquidated damages, you'll owe the pre-agreed amount. Some clauses extend the restricted period if you violate them — so a 12-month restriction could restart from the date of the violation.

Non-Solicitation

Definition

In Practice

Common in these contract types

Related terms

Frequently asked questions about non-solicitation

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