What Is a Non-Solicitation Agreement?
What Is a Non-Solicitation Agreement?
A non-solicitation agreement prevents a party from soliciting the customers, clients, or employees of a business for a specified period after a transaction or business relationship ends. Non-solicitation agreements are narrower than non-competes – they do not prevent a party from working in the same industry, but restrict them from targeting the specific customers and employees of the business.
Russo Law LLC drafts and negotiates non-solicitation agreements throughout New York and New Jersey. See also: What Are Restrictive Covenants?
Types of Non-Solicitation Provisions
- Customer non-solicitation – prohibits the seller from soliciting or accepting business from the acquired company’s customers
- Employee non-solicitation – prohibits the seller from recruiting, hiring, or inducing employees of the acquired company to leave
Enforceability in New York and New Jersey
Courts in both states have often been more receptive to enforcing non-solicitation agreements than broad non-competes, in part because non-solicitation provisions are typically narrower. However, enforceability is always fact-specific. Whether any particular agreement is enforceable requires a review by an attorney.
Frequently Asked Questions
What is the difference between a non-compete and a non-solicitation agreement?
A non-compete broadly prevents engaging in a competing business within a geographic area. A non-solicitation is narrower – it does not prevent working in the same industry, but prohibits specifically targeting the customers or employees of the business. Both often appear together in business sale agreements.
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The information on this page is general in nature and does not constitute legal advice. The enforceability and appropriate scope of any non-solicitation agreement depends on the specific facts, the jurisdiction, and how the provision is drafted. No strategy or recommendation can be made without a full review of your circumstances.