nonsolicitation agreement
A nonsolicitation agreement is a contract provision that limits a person from soliciting specified customers, clients, employees, or other business relationships. In employment settings, a customer nonsolicitation provision may restrict a former worker from seeking business from customers or clients of a former employer. An employee nonsolicitation provision may restrict recruiting or encouraging other workers to leave. Whether conduct is deemed to be solicitation, and whether accepting unsolicited business or applications is restricted, depends on the agreement's language and the governing law in that particular jurisdiction.
Nonsolicitation provisions commonly appear in employment, separation, consulting, and business-sale agreements, including mergers and acquisitions. They may be used to protect customer goodwill, workforce relationships, confidential information, or trade secrets. A nonsolicitation agreement is generally narrower than a noncompetition agreement because it ordinarily does not prohibit a person from working for a competitor or operating a competing business. However, a provision that also bars serving former customers, accepting unsolicited business, or hiring employees who apply independently may function as a broader noncompetition or no-hire restriction.
The enforceability of nonsolicitation agreements is primarily governed by state law and varies considerably. Depending on the jurisdiction, a statute or court may consider the restriction's duration, geographic or relational scope, the customers or employees it covers, and whether it is broader than necessary to protect a legally recognized interest.
California Business and Professions Code § 16600 broadly provides that, subject to statutory exceptions, contracts restraining a person from engaging in a lawful profession, trade, or business are void. In AMN Healthcare, Inc. v. Aya Healthcare Services, Inc., 28 Cal. App. 5th 923 (2018), a California Court of Appeal held that a broadly worded employee nonsolicitation provision was void where it restrained former travel-nurse recruiters from practicing their profession. Louisiana takes a different statutory approach; Louisiana Revised Statutes § 23:921(B)-(C) permits certain customer nonsolicitation restrictions in business-sale and employment agreements when the covered parishes or municipalities are specified and the restriction lasts no more than two years from the sale or termination of employment, depending on the context.
If an enforceable nonsolicitation agreement is breached, the protected party may seek contractual remedies such as damages or an injunction. The available remedies depend on the agreement and governing law.
A nonsolicitation covenant between a worker and an employer is different from a no-poach agreement among employers, although either can raise legal concerns. The U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) have stated that agreements among businesses that compete for workers, in which they agree not to recruit, solicit, or hire workers, may violate antitrust laws and may expose companies and individuals to criminal liability. The agencies have also stated that customer nonsolicitation agreements imposed on workers may be anticompetitive if they are so broad that they function to prevent a worker from seeking or accepting another job or starting a business.
[Last reviewed in June of 2026 by the Wex Definitions Team]
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