Non solicitation agreement

About this document

This agreement limits the ability of a contractor or employee to approach the business’ clients or employees with offers to perform the same work on different terms, or to employ them, for his or her own benefit, or on behalf of a competitor.

Often, these types of terms are placed within the body of another contract, such as a contract for services or a confidentiality agreement. However, where the aim is to protect information from a single source, such as that in a customer relationship management database, a stand-alone agreement is often the cleanest solution. Having regular contact with clients or employees, and knowledge of confidential information about the business that would give a competitive advantage would also be a reason to use such a document.

Since this is a template, you can use it as a stand-alone document, or you can cut and paste the contents of this document into another unsigned contract.

The document provides that the contractor may not solicit in any regard and that services must be provided to the business only. After the contract ends, the restraint is simply limited in time and geographical extent. You choose whether you want an absolute restraint, or a restraint only within a geographical area such as England, or Derbyshire. Additionally, you can limit the solicitation to time – for example, for six months, or two years, as you prefer.

This agreement can be used before or after any other contractual arrangement is in place. For example, you might use it when an employee gives notice, you want to agree terms of severance, and you suspect that his or her longer term plans might be to set up in competition. You might not have considered solicitation as a risk when the employee was hired, but given the knowledge the employee has, or the industry in which you operate, that has changed. You could use this document in conjunction with a settlement agreement.

Of course, you must be reasonable – if the contractor or employee were to challenge this document for any reason, the less strict the restraints, the more likely it is that a court would uphold them as reasonable. It would clearly be unreasonable, for example, to forbid the contractor to ever provide services again after the end of your agreement.

Contents

• Details of the parties
• Non-solicitation
• Confidentiality
• Dispute resolution
• Schedule: the services provided
• Other usual legal provisions to protect your interests