What Is Non-Solicit?

Non-solicit provisions limit ex-employees, founders, or sellers from soliciting a former organization’s employees, customers, or suppliers after the relationship ends.

How it works

Employment agreements commonly include twelve- to twenty-four-month non-solicits of employees and sometimes customers the individual worked with directly. M&A deals embed seller non-solicits of acquired company clients and staff. Language distinguishes active solicitation (cold outreach) from general advertising or inbound responses.

Enforceability is generally stronger than broad non-competes in many jurisdictions, but courts still require reasonable duration and scope. Non-solicits appear alongside confidentiality and invention assignment in offer letters and founder agreements.

Venture investors rarely require founder non-solicits among co-founders unless resolving a departure; shareholder agreements may add standstill or transfer restrictions instead. In acquisitions, buyer non-solicits of acquired customers are negotiated separately from employee non-solicits.

Why it matters

• Founders: Use non-solicits to protect relationships built on company resources. Overreach — banning all contact with any customer globally — invites challenge and talent distrust.
• Investors: Diligence on executive hires includes reviewing prior employer agreements. Violations can delay start dates or trigger lawsuits that drain cash and attention.

Common mistake

Confusing non-solicit with non-compete. You may legally join a competitor in some states while still barred from recruiting your old team’s engineers for a year.

Related ideas

See also non-compete, PIIA, offer letter terms, and acquisition restrictive covenants.