October 13, 2026
A non-solicitation clause (non-solicit) bars a departing employee from poaching the company’s customers or employees for a limited time after they leave, usually 12 months. Courts enforce non-solicits more readily than non-competes because the employee can still work in their field. California is the main exception: it treats most non-solicits as void.
Key takeaways
A non-solicit is a promise, usually in an offer letter, employment agreement or CIIAA, that after leaving the company the employee won’t try to take its customers or recruit its employees for a set period. There are two kinds. A customer non-solicit covers customers, and sometimes prospects, that the employee worked with. An employee non-solicit (sometimes called a no-hire or no-poach clause when it goes further) covers recruiting the company’s staff.
A non-compete stops the employee from working for a competitor or starting a competing business. A non-solicit lets them take any job but stops them from using their relationships at your company to pull away customers or colleagues. That narrower reach is why courts are more willing to enforce non-solicits.
Westaway recommends against non-competes for employees. A narrow non-solicit, a confidentiality and invention assignment agreement (CIIAA) and trade secret law protect what matters without the enforceability problems. See Non-Compete Clauses.
In most states, yes, if it’s reasonable: it protects a legitimate business interest such as customer relationships or confidential information, it lasts a limited time, and it covers only the customers and employees the person actually dealt with.
California is the exception. It voids customer non-solicits, and California courts have largely rejected employee non-solicits as well. California law also bars employers from enforcing restrictive covenants against California employees regardless of where the contract was signed or what state’s law it chooses. Startups with California employees should rely on confidentiality obligations and trade secret law instead.
Other states impose their own rules on restrictive covenants, such as income thresholds, notice periods or a requirement to give something of value when an existing employee signs one. Some of these apply to non-solicits as well as non-competes. Check the rules in each state where you have employees.
The federal picture hasn’t changed the analysis. The FTC’s 2024 non-compete rule, which could have reached broad non-solicits, never took effect and has been withdrawn.
Usually not. Most non-solicits prohibit “soliciting,” and courts in most states read that to require the former employee to initiate contact. If a former client reaches out on its own, the employee can generally take the work. A general announcement of a new job, such as a LinkedIn post, usually isn’t solicitation either, though a targeted message to former clients can be.
Some clauses go further and bar the employee from “soliciting, accepting or servicing” former clients. Those clauses are harder to enforce, and some courts treat them like non-competes. If you’re drafting one, decide deliberately whether you want a no-accept clause. If you’ve signed one, read the exact words before you take an inbound client.
Keep it to 12 months after the employee leaves. Limit the customer piece to customers and active prospects the employee worked with or learned confidential information about in their last 12 months at the company. Limit the employee piece to recruiting, rather than barring former colleagues from ever applying on their own. A short example:
For 12 months after my employment ends, I will not, directly or through others, (a) solicit any customer or active prospect of the Company with whom I had material contact, or about whom I received confidential information, during my last 12 months of employment, for the purpose of providing competing products or services; or (b) solicit any employee of the Company to leave the Company.
Narrow drafting matters because many courts strike an overbroad clause entirely rather than trimming it.
Act quickly but carefully. Preserve the evidence: emails, Slack messages, CRM records and anything customers or employees forward to you. Then send a letter reminding the former employee of their obligations under the agreement and the CIIAA. Many disputes end there.
If they don’t stop, talk to counsel about a cease-and-desist letter and, if the stakes justify it, a court order (an injunction). Litigation is expensive and slow, so weigh the cost against the value of the customers or people at risk. A claim for misuse of confidential information or trade secrets is often stronger than the non-solicit itself. See Trade Secrets.
When an employee leaves, a short reminder of their continuing obligations is good practice even when nothing is wrong. See What Do I Need to Do When an Employee Quits?
For related reading, see Non-Compete Clauses, CIIAA: What It Is and How It Works and Employment Agreement. If you’d like help drafting or enforcing a non-solicit, contact us.
