What is a non-solicitation agreement? A complete guide for employees and employers

A non-solicitation agreement (NSA) is a contract in which a person — typically a former employee or business partner — agrees not to solicit a company’s clients, customers, or employees for a defined period after leaving. It is narrower than a non-compete agreement: it restricts who the person can approach, not where they can work.

Imagine investing years building strong client relationships and training a skilled team, only to have a former employee leave and immediately take your top clients or star performers with them. This is the exact risk that a non-solicitation agreement (NSA) is designed to prevent.

A non-solicitation agreement is a contract between an employee and their employer in which the employee promises not to solicit the company’s customers, employees, or business partners for a specified period after their employment ends. These agreements protect a company’s competitive advantage, ensuring that former employees do not use their inside knowledge and business relationships to cause immediate harm to the company.

Key insights

This comprehensive guide will walk you through the essentials of non-solicitation agreements, including:

• The key clauses and legal terms you need to know.

• The difference between an NSA, a non-compete, and an NDA.

• The legal requirements employers must meet to ensure the agreement is enforceable.

• Your fundamental rights as an employee bound by an NSA in an employment agreement.

What is a non-solicitation agreement (NSA)?

A non-solicitation agreement is a type of restrictive covenant that safeguards a business’s core assets against former employees. They may be part of a broader employment or non-competition agreement, or they may be standalone contracts.

One common source of confusion is where an NSA actually lives. A non-solicitation agreement can be a standalone contract, or it can appear as a single clause inside a broader employment agreement or non-compete. The obligations are the same either way, but reviewing where the language sits helps you understand what else you may be agreeing to when you sign.

If you need a structured starting point, the PandaDoc non-solicitation agreement template gives you a framework your legal counsel can adapt to your situation.

Why NSAs are vital for employers

An NSA is vital if an employee has access to proprietary company information, such as:

• Customer lists and purchase history: Knowledge of who to target.

• Pricing models and margins: Knowledge of how to undercut the company.

• Internal team strengths and salaries: Knowledge of who to poach and how much to pay them.

If an employee uses this knowledge to build a competing company or join a rival against their former employer, they could cause irreparable harm to the original employer. The NSA establishes a clear, binding obligation for employees to protect and secure their employers’ intellectual property and business relationships during and after their time of employment.

Key non-solicitation clauses

A typical NSA contains clauses in an employment contract that restrict a former employee from engaging in the following activities for a defined period (e.g., 12 to 36 months):

• Solicitation of customers: Prohibiting the employee from approaching any customer, affiliate, or business partner of the employer for purposes of seeking business arrangements in competition with the employer’s line of business.

• Solicitation of employees: Prohibiting the employee from approaching, enticing, soliciting, or contacting any existing employee for the purpose of encouraging them to leave the company (i.e., poaching).

The employee often agrees to provide the NSA to any subsequent employers during the term of the agreement, reinforcing their contractual obligations.

Types of non-solicitation agreements

Non-solicitation agreements are not all the same. The term covers several distinct types, each protecting a different relationship. Understanding which type applies to you matters, because courts evaluate them on their own terms.

Client and customer non-solicitation

• Prevents a former employee from approaching or soliciting the company’s existing clients or customers.

• This is the most common form, and it is particularly important in professional services, financial services, consulting, and sales roles where the employee had direct client contact.

• Key nuance: courts generally only enforce this against clients the employee actually worked with. A clause barring solicitation of every company client globally is likely to be struck down as overbroad.

Employee non-solicitation (anti-poaching)

• Prevents a former employee from recruiting or encouraging current employees to leave the company.

• This type is increasingly common as companies recognize that losing a key employee who then raids the team can be as damaging as losing clients.

• Courts apply similar reasonableness standards. The restriction should be limited to employees the former employee actually worked with or managed.

Vendor and supplier non-solicitation

• Less common, but used in procurement-heavy industries to prevent a departing employee from approaching the company’s key vendors or suppliers to establish competing relationships.

• You will often see this type in manufacturing, distribution, and retail contexts.

Non-solicitation in M&A transactions

• In business acquisitions, a non-solicitation clause prevents the selling party from poaching clients or employees of the acquired business after the sale closes.

• This type is distinct from employment-based NSAs and is typically governed by the terms of the acquisition agreement rather than employment law.

Understanding legal language

When reviewing an NSA, it’s helpful to understand the legal concepts that define its structure and enforceability.

• Restrictive covenant: A clause in a contract that limits an individual's right to take certain actions (like competing or soliciting) for a specific time and area.

• Non-compete agreement (NCA): A contract that prevents a former employee from entering into direct competition with the employer altogether (i.e., not working in the same field in a specific geographic area). This is distinct from an NSA.

• Non-disclosure agreement (NDA): A contract that prevents an employee from sharing or using confidential company information, regardless of whether they solicit business.

• Consideration: Something of value exchanged between parties to form a contract. For a new employee, the job itself is often the consideration. For an existing employee, additional payment, a promotion, or new company stock may be required.

• Enforceability: The legal capacity of a contract to be upheld by a court. Restrictive covenants must be reasonable in scope, duration, and geographic area to be enforceable.

• Public interest: A factor courts consider. If enforcing a contract would be unduly harmful to the public (e.g., limiting consumer choice), it may be struck down.

• Breach of contract: The failure to perform an action promised under a contract (e.g., contacting a former client).

• Injunction: A court order requiring a party to stop a specific action (e.g., demanding the former employee immediately stop soliciting clients).

• Duress: Coercion or threats used to force someone into a contract; a common defense against enforcement.

Industries where NSAs are common

Non-solicitation agreements are frequently used in sectors where client relationships and specialized team knowledge are the primary drivers of success and profit.

• Financial services: Banks, investment firms, and insurance companies use NSAs to prevent brokers and advisors from taking their books of business.

• Technology & software: Companies rely on NSAs to protect their key developers and sales personnel who have relationships with large enterprise clients.

• Professional services: Consulting firms, accounting firms, and legal practices need NSAs to retain their clientele, as their value is almost entirely relationship-based.

• Staffing & recruiting: These firms depend on their lists of candidates and client companies, making NSAs crucial for protection against poaching.

Requirements for enforceable NSAs

Courts are often skeptical of restrictive covenants because they limit an individual’s ability to earn a living. To hold up in court, an NSA must generally meet several requirements, which can vary significantly by state or jurisdiction.

How enforceability varies by state

Where you live and work matters as much as what your NSA says. Enforceability varies significantly by state, and the law in this area is changing quickly. The categories below are general guidance only, not legal advice for any specific situation.

• States where employee NSAs are heavily restricted:

  California Business and Professions Code Section 16600 renders most non-solicitation of employees clauses unenforceable for non-management employees. North Dakota and Oklahoma have similarly broad restrictions. These laws are evolving, so readers should verify the current law in their state.

• States that apply strict reasonableness standards:

  Most states, including New York, New Jersey, Texas, and Florida, will enforce an NSA if it meets a balancing test: it protects a legitimate business interest, is reasonable in duration and scope, and does not place undue hardship on the employee. Courts in these states will often blue pencil (revise) an overly broad clause rather than void it entirely.

• The legislative trend:

  Across the U.S., there is a growing trend toward employee-friendly legislation that restricts restrictive covenants. The FTC attempted a broad ban on non-competes in 2024, but that rule was blocked by federal courts and is not current law.

• Many state laws treat management and non-management employees differently, so the same clause can be enforceable against one group and not the other.

The information in this section is general in nature and does not constitute legal advice. Consult an employment attorney for guidance specific to your situation and jurisdiction.

How to draft an enforceable non-solicitation agreement

A non-solicitation agreement only protects you if it holds up. The points below describe what a well-drafted NSA includes, rather than how to write a contract from scratch. As with any legal document, have counsel review the final version.

• Define the parties precisely.

  Name the specific individuals and entities covered. Ambiguity about who is bound is one of the most common reasons NSAs are challenged.

• Narrow the scope of restricted contacts.

  Limit the agreement to clients the employee actually worked with, not all company clients, and to employees they directly managed. Overly broad scope is the most common reason courts void NSA clauses.

• Set a reasonable duration.

  A window of 12 to 24 months is generally accepted as reasonable in most jurisdictions. Anything beyond 36 months faces significant scrutiny.

• Establish adequate consideration.

  For new employees, the job offer is typically enough. For existing employees signing a new NSA, you need to provide a new benefit such as a bonus, raise, or promotion. Continued employment alone is often insufficient in many jurisdictions.

• Specify the governing law and jurisdiction.

  This determines which state’s rules apply to enforceability, which can make a significant difference in the outcome.

• Use a template as a starting point.

  A well-structured template gives you the right framework, and your legal counsel can then adapt it to your specific situation.

Know your rights as an employee

As an employee, understanding the limitations of an NSA is crucial, as the law is increasingly shifting to favor employee mobility.

Legal limits of NSAs

1. Passive vs. active solicitation: The agreement typically only bans active solicitation. If a former client independently reaches out to you without you initiating contact, you may generally accept their business, though this is a complex legal area.

2. General advertising is usually fine: Taking out a general ad or posting on social media that announces your new job is usually not considered solicitation, as it’s not targeting specific former clients.

3. Scope and jurisdiction: The NSA is only as strong as the governing law it chooses. Some states (like California) have laws that make NSAs involving non-management employees completely unenforceable. If the agreement is overly broad (e.g., banning solicitation of every customer globally), a court may refuse to enforce it or may "blue pencil" (revise) the clause to make it reasonable.

If you are presented with an NSA, it is always recommended to consult with an attorney specializing in employment law.

If you believe your NSA is unenforceable, do not simply assume you can ignore it. Consult an employment attorney, document your concerns in writing, and get legal advice before acting. As covered in the state-by-state section above, enforceability depends heavily on your jurisdiction, and a clause that is void in California may be fully enforceable elsewhere.

How PandaDoc helps you manage non-solicitation agreements

Whether you are reviewing a non-solicitation agreement or sending one out as part of an onboarding packet, a clear and trackable document workflow makes the process easier to manage.

PandaDoc’s non-solicitation agreement template gives HR teams and business owners a legally structured starting point that is customizable, consistent, and ready to send.

Send, eSign, and store NSAs within a single workflow. There are no email attachments and no version confusion, just a full audit trail of who signed what and when.

Set up automated reminders for NSA expiration dates as part of your broader contract management software workflow, so renewals never slip through the cracks.

Want to see how it fits together? Explore our guide to building a smooth contract management workflow.

PandaDoc electronic signature software keeps every signature legally captured and easy to retrieve.

Try PandaDoc free today and simplify how your team creates, sends, and tracks employment agreements. Start your free trial.

Frequently asked questions

Is an NSA the same as a non-compete?

No. A non-solicitation agreement restricts who you can approach, such as clients or coworkers, while a non-compete restricts where you can work. NSAs are generally narrower and more often enforceable than non-competes. The two are easy to confuse because they frequently appear together in the same employment contract.

Can I negotiate out of an NSA?

Often, yes. NSAs are contracts, and their terms can be negotiated before you sign. You can ask to narrow the list of restricted clients, shorten the duration, or limit the geographic or role-based scope. If you have already signed, an attorney can help you assess whether the clause is enforceable and what your options are.

How long does a non-solicitation agreement last?

Most NSAs run for a defined period after employment ends, commonly 12 to 24 months. Courts in most jurisdictions view this range as reasonable, while durations beyond 36 months tend to face heavier scrutiny. The exact term should be no longer than necessary to protect the employer’s legitimate business interest.

Are non-solicitation agreements enforceable?

In most states, yes, provided the agreement is reasonable in scope, duration, and the business interest it protects. There are notable exceptions: California, North Dakota, and Oklahoma heavily restrict employee non-solicitation clauses. Because enforceability varies so much by state, consult an employment attorney about your specific jurisdiction. This information is general in nature and does not constitute legal advice.

What is the difference between a non-solicitation agreement and a non-compete?

A non-solicitation agreement limits who you can contact, such as a company’s clients or employees, after you leave. A non-compete limits where you can work, often by barring you from joining a competitor or working in the same field within a geographic area. NSAs are generally narrower and more frequently enforced than non-competes, though the two often appear in the same contract.

Does a non-solicitation agreement hold up in California?

Generally not for employee non-solicitation. California Business and Professions Code Section 16600 renders most non-solicitation of employees clauses unenforceable for non-management employees. Client non-solicitation may be treated differently in some circumstances, and the law is actively evolving. Speak with a California employment attorney about your specific situation. This information is general in nature and does not constitute legal advice.

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Originally published July 19, 2023, updated November 24, 2025