A Simple Guide to Non-Solicitation Agreements for Employees

Imagine this: you build a great team and strong client base over several years. Then, a key employee leaves. Within weeks, regular clients disappear, and trusted coworkers move to join your competitor. Your company’s inside knowledge, contacts, and daily calm vanish. I have seen this happen and felt the lasting impact. This is why many businesses turn to non-solicitation agreements.

What is a non-solicitation agreement and why do companies use them?

Non-solicitation agreements, or NSAs, are contracts that prevent departing employees from directly reaching out to company clients, staff, or business partners for a set time after leaving. These deals exist to protect relationships and information that give businesses an edge. If someone could walk out the door and take clients or colleagues with them, the business would be left exposed. That risk explains why, according to research in The Economic and Labour Relations Review, 68.2% of businesses using non-compete clauses apply them to more than three-fourths of their employees.

In my own work with growing firms and startups, I’ve seen non-solicitation language included in job contracts for sales, design, software, and management staff alike. It’s not about stopping a person from working elsewhere. Instead, it’s about limiting what they can do with inside contacts and knowledge after they leave.

Key parts of a non-solicitation agreement

A typical NSA contains a few clear pieces:

• A ban on contacting or “soliciting” business customers, clients, or partners for a period (often 12, 24, or up to 36 months).
• A ban on encouraging former coworkers to leave and join another employer.
• Definitions that clearly identify which customers or contacts are covered (such as those with whom the employee had direct dealings).
• The specific length of the restricted period and which activities are blocked.

It’s also common to see an NSA bundled together with non-compete and non-disclosure agreements in a single document.

Common legal terms explained

Every agreement is written with legal concepts that matter. Let me break down a few:

• Restrictive covenant: Any contract that limits someone’s freedom to work or do business, such as NSAs, non-competes, or NDAs.
• Non-compete agreement: Blocks someone from working for a competitor or starting a similar business, usually for a set time and place.
• Non-disclosure agreement (NDA): Stops someone from sharing company secrets or confidential information.
• Consideration: The value given to someone in return for agreeing (could be a raise, bonus, or job offer).
• Enforceability: Whether a court would back up the agreement if it came to a dispute.
• Public interest: Courts think about whether enforcing an NSA would harm the public (for example, by making it too hard for people to work).
• Breach of contract: Breaking the rules laid out in an agreement.
• Injunction: A court order stopping a person or company from doing something, like contacting customers.
• Duress: If someone was pressured unfairly into signing, the contract may not be legal.

How does a non-solicitation agreement differ from other contracts?

This question comes up in nearly every workshop I run. Here’s the key:

An NSA controls who you can reach out to, not where you work, nor what you reveal.

A non-compete is broader and blocks you from certain jobs or roles. An NDA shields secrets but doesn’t stop you from asking old colleagues to join you somewhere else. The NSA is focused: it says “don’t approach these people about switching to your new business or hiring them away.”

For more on the kinds of contracts and what makes each distinct, I often direct clients to helpful guides like this primer on contract types and their elements.

Industries where non-solicitation agreements matter most

In my experience, NSAs are most common in fields where relationships or inside information are everything. Industries that often use non-solicitation agreements include:

• Finance and banking (client lists, portfolio managers, brokers)
• Technology and software (developers, client support, sales engineers)
• Professional services (consulting, law, architecture, accountancy)
• Staffing and recruitment (access to key contacts and talent pools)

These sectors thrive on personal trust, knowledge, and connections, so leaks can be especially damaging.

What makes an NSA enforceable?

If you are an employer, don’t assume any template will stick in court. Legally binding contracts need careful attention. Here’s what really counts, based on what I’ve learned:

• There’s a real business interest to protect (like client connections or team structure).
• The agreement is limited to a reasonable time frame, most NSAs last 12 to 24 months, and rarely go past 3 years.
• The scope only covers actual, recent contacts, not every possible lead.
• The employee gets something in return, like extra pay, a bonus, or even new shares if already employed.
• The restrictions don’t block someone from earning a living in their field. If the scope is too big, courts may ignore it.

Court decisions in the US, UK, and Ireland routinely strike down overbroad or harsh NSA terms that would hurt public rights or competition. Sometimes the agreement will be narrowed or thrown out completely.

Employees: your rights and limits

If you are handed an NSA, don’t panic or feel powerless. Here are some major points I share with people needing guidance:

• NSAs usually only ban “active” solicitation. If a former client or coworker contacts you out of the blue, that’s rarely covered.
• General advertising (such as a social media post about your new role) is not the same as targeted outreach.
• Laws vary widely by country and state. California bans most NSAs for regular employees, but not for managers or those with access to trade secrets. In Ireland and across much of the EU, contracts are reviewed for fairness and public value.
• Before you sign, consult an employment lawyer. They can help spot unfair terms and even negotiate softer restrictions.

And if you want to understand how HR and contract management can be simpler, I suggest checking out these onboarding and compliance tips.

Making the most of digital tools for NSAs

Today, nearly every business manages agreements digitally. I’ve seen stacks of signed paperwork slow down deals and create confusion. Now, platforms like CloudSign.ie let employers and staff sign and store non-solicitation and related agreements safely from any device, anywhere. The AI-driven features streamline workflows, flag key dates (like renewal or expiry), and allow instant sharing with legal teams. While other solutions like PandaDoc also offer e-signature features, my experience is that CloudSign.ie adds a layer of contract intelligence and integrates better with popular business tools for Irish and EU-based teams.

You can learn about contract management solutions tailored for growing businesses with this complete guide to contract management software. And if you want to know what steps to take if staff exit, some advice is here: managing digital contracts when staff leave.

Conclusion

I hope this guide made NSAs easier to understand. If you’re a business owner, HR manager, or employee faced with these agreements, the best protection is being informed. Think carefully, seek legal advice, and consider using digital signing solutions. If you want a secure, transparent, and efficient way to manage agreements like non-solicitation clauses, CloudSign.ie offers a user-friendly, AI-powered alternative, perfect whether you’re a freelancer or a large team. Try it for free and see how safe digital contracts can give you peace of mind.

Frequently asked questions

What is a non-solicitation agreement?

A non-solicitation agreement is a contract that stops an employee from reaching out to a company’s clients or staff to encourage them to change businesses or jobs for a set time after leaving. It protects business interests after a worker’s departure.

How does a non-solicitation agreement work?

After you sign an NSA, if you leave your job, you’re usually barred from contacting your current company’s customers or coworkers to get their business or hire them away. The agreement will spell out whose contacts are covered and how long the restriction lasts, most often for 12 to 36 months.

Are non-solicitation agreements enforceable?

NSAs are only enforceable if they protect real business interests, are not too broad, and the employee receives some benefit for signing. Courts may ignore parts that harm public rights or last too long. The enforceability also depends on local laws; for example, certain US states strictly limit or ban these clauses for regular workers.

What happens if I break one?

If you breach an NSA, your former employer may seek an injunction (court order) to stop your actions and could potentially sue for damages. In practice, courts will only act if the contract itself is fair and serves a clear business purpose. Punishments range from warnings to financial penalties or orders not to contact certain people again.

Can I negotiate a non-solicitation agreement?

Yes, you can often negotiate an NSA. Common negotiation points include shortening the time frame, limiting the list of protected clients to those you actually worked with, or making sure general advertising is allowed. Always discuss these terms before signing, and consult an employment lawyer for specific advice.