Confidentiality & Legal

Free Non-Solicitation Agreement Template (PDF)

A non-solicitation agreement prevents one party from poaching the other's employees or clients for a set period — a narrower, generally more enforceable restriction than a non-compete.

When to use it

Use this around a business sale, a departing employee or contractor relationship, or any situation where you want to protect your team and client relationships without restricting someone's ability to work in the industry generally — non-solicits are the more commonly enforceable middle ground.

What's typically included

• Background on the underlying relationship
• Non-solicitation of employees
• Non-solicitation of clients
• Restricted period
• Scope and enforceability notes
• Remedies
• Governing law

How to fill it in

• Describe the underlying relationship specifically (a business sale, a contractor engagement ending, a departing employee) — a non-solicit read on its own, with no context, is harder to enforce than one tied to a clear reason for existing.
• Set the restricted period to something defensible — 6 to 12 months from the end of the relationship is common; longer periods draw more scrutiny in states that already limit these restrictions.
• Check your state's law before relying on this — non-solicitation enforceability varies significantly by state, and a few states restrict it almost as heavily as non-competes.

This template is a general starting point, not legal advice — customize it and have it reviewed for your situation.

Frequently asked questions

Is a non-solicitation agreement the same as a non-compete?

No — a non-compete stops someone from working in a competing business at all, while a non-solicitation agreement only stops them from actively recruiting specific employees or clients. Courts and state legislatures generally treat non-solicits as narrower and more likely to be enforceable.

Are non-solicitation agreements enforceable in every state?

No — enforceability varies significantly by state, and a handful of states limit these agreements almost as heavily as non-competes. This template is a general starting point, not a substitute for checking your specific state's law.

Is an electronically signed non-solicitation agreement legally binding?

Yes, under the U.S. ESIGN Act and state UETA laws, the same as any other contract — enforceability of the restriction itself still depends on state law, separately from how it was signed.