Non-solicitation provisions are geared toward preventing your former employees from making certain solicitations for a specific period of time after they leave your employment. These provisions, which are particularly prevalent in the sales and service industries, are typically geared toward protecting either your company's customers or your company's employees.
As it relates to customers or clients, these agreements seek to prevent your former employees from "poaching" your customers. They are often used with employees who are seen to be the "face of your company" or who have direct interaction with your clients on a frequent basis, such as key sales personnel. Non-solicitation provisions may also seek to prevent a former employee from "raiding" your remaining work force after they leave your company.
As you might imagine, one (or both) forms of these non-solicitation provisions are common with businesses that have a shallow customer pool or sell or provide unique products or services, or whose employees are privy to your proprietary information. But enforcement of these provisions often hinges on your protectable interest, the way they are drafted (for example, what does "solicitation" mean under your agreement?), and the particular jurisdiction.
Enforcement of non-solicitation provisions varies by location. A few jurisdictions will generally not enforce them at all. Others jurisdictions disfavor non-solicitations, but will enforce them if narrowly drafted to protect legitimate business interests, such as trade secrets. And some jurisdictions will enforce them for reasonable time frames, even without a geographic limitation. So, it's important that you seek trusted legal advice from the outset so that you develop solid non-solicits that are based on your overall business strategy and that optimize protection to your company.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
