---
title: "What Is Non-Solicit?"
term: "Non-Solicit"
description: "A non-solicit agreement restricts a departing party from recruiting or soliciting business from a former employer's employees, customers, or vendors for a defined period."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/non-solicit
---

# What Is Non-Solicit?

> A non-solicit agreement restricts a departing party from recruiting or soliciting business from a former employer's employees, customers, or vendors for a defined period.

**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](/glossary/non-compete), [PIIA](/glossary/piia), offer letter terms, and acquisition restrictive covenants.

## FAQ

### What is Non-Solicit in simple terms?

After you leave, you agree not to poach your old company's employees or actively chase their customers for a set time. Passive inbound contact is often carved out depending on wording and local law.

### Why does Non-Solicit matter?

For founders, non-solicits protect fragile early teams and enterprise accounts when executives depart. For investors, acquirers and follow-on firms check whether key hires are bound by clean non-solicits from prior employers to avoid litigation drag.


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Source: https://venturecapitaltracker.com/glossary/non-solicit