Non-Solicitation Agreement
An agreement preventing parties from soliciting employees, contractors, or customers of the other party for a specified period after the relationship ends.
What is a Non-Solicitation Agreement?
An agreement preventing parties from soliciting employees, contractors, or customers of the other party for a specified period after the relationship ends.
While not always mandated by statute, a Non-Solicitation Agreement is widely considered best practice across US, EU, UK, Global and can significantly reduce your legal exposure.
Who Needs a Non-Solicitation Agreement?
Businesses entering commercial partnerships, acquisitions, or employment relationships where talent and customer poaching is a risk.
- Any organisation that businesses entering commercial partnerships, acquisitions, or employment relationships where talent and customer poaching is a risk
- Businesses operating in US and EU
- Anyone using third-party services that process data on your behalf
Legal Framework
Contract law, state non-compete statutes (US), Employment Rights Act (UK).
US
Applicable national and regional regulations
EU
EU GDPR — up to €20M or 4% turnover
UK
UK GDPR — ICO enforcement
Global
Multiple international frameworks
What Your Non-Solicitation Agreement Must Include
- 1
Solicitation Definition
Solicitation Definition — Clearly define solicitation definition so users and regulators understand its scope and why it matters for your compliance obligations.
- 2
Covered Persons
Covered Persons — Clearly define covered persons so users and regulators understand its scope and why it matters for your compliance obligations.
- 3
Geographic Scope
Geographic Scope — Clearly define geographic scope so users and regulators understand its scope and why it matters for your compliance obligations.
- 4
Duration
Duration — Clearly define duration so users and regulators understand its scope and why it matters for your compliance obligations.
- 5
Carve-Outs
Carve-Outs — Clearly define carve-outs so users and regulators understand its scope and why it matters for your compliance obligations.
- 6
Remedies
Remedies — Clearly define remedies so users and regulators understand its scope and why it matters for your compliance obligations.
- 7
Severability
Severability — Clearly define severability so users and regulators understand its scope and why it matters for your compliance obligations.
- 8
Governing Law
Governing Law — Clearly define governing law so users and regulators understand its scope and why it matters for your compliance obligations.
How to Write a Non-Solicitation Agreement
Building a compliant Non-Solicitation Agreement from scratch takes legal expertise and hours of research. Here is a framework covering the core steps:
- 1Step 1: Solicitation Definition — Document this section completely and accurately. Vague or incomplete disclosures can be treated as violations even if the underlying practice is compliant.
- 2Step 2: Covered Persons — Document this section completely and accurately. Vague or incomplete disclosures can be treated as violations even if the underlying practice is compliant.
- 3Step 3: Geographic Scope — Document this section completely and accurately. Vague or incomplete disclosures can be treated as violations even if the underlying practice is compliant.
- 4Step 4: Duration — Document this section completely and accurately. Vague or incomplete disclosures can be treated as violations even if the underlying practice is compliant.
- 5Step 5: Carve-Outs — Document this section completely and accurately. Vague or incomplete disclosures can be treated as violations even if the underlying practice is compliant.
- 6Step 6: Remedies — Document this section completely and accurately. Vague or incomplete disclosures can be treated as violations even if the underlying practice is compliant.
- 7Final step: Legal review — Review with qualified legal counsel before publishing, especially if operating in high-risk jurisdictions.
Common Mistakes to Avoid
Copying another website's Non-Solicitation Agreement verbatim — Every business has different data flows. A generic copy may fail to disclose what you actually do, creating false statements that are worse than no policy at all.
Using vague or ambiguous language — Regulators and courts expect plain, specific language. Phrases like "we may share your data with partners" are too vague and regularly cited in enforcement actions.
Forgetting to update after product changes — Your Non-Solicitation Agreement must reflect current practice. Outdated policies are a compliance liability — some regulators treat an outdated policy as a violation in itself.
Not making your Non-Solicitation Agreement easy to find — Buried in a footer or behind multiple clicks, your policy may not meet the "easily accessible" standard required by most regulations.
Missing jurisdiction-specific requirements — A policy compliant in one jurisdiction may still fail in another. If you operate across US and EU, you need to address each framework's specific requirements.
How Often Should You Update Your Non-Solicitation Agreement?
Review and update your Non-Solicitation Agreement whenever there is a material change to your business — new services, new data types, new third-party relationships, or regulatory updates in your jurisdictions.
Consequences of Non-Compliance
Beyond financial penalties, non-compliance with Non-Solicitation Agreement requirements can result in: reputational damage and loss of customer trust, app store removal (for mobile apps), inability to process payments (for ecommerce), and difficulty attracting enterprise customers who require compliance evidence.
Frequently Asked Questions
Is a Non-Solicitation Agreement legally required?
While not universally mandated by statute, a Non-Solicitation Agreement is strongly recommended — and required in many specific contexts and jurisdictions.
How long should a Non-Solicitation Agreement be?
A typical Non-Solicitation Agreement runs 3 pages. Length matters less than completeness — every required disclosure must be present, written in plain language that users can understand.
How often should I update my Non-Solicitation Agreement?
Review and update your Non-Solicitation Agreement whenever there is a material change to your business.
What are the penalties for not having a Non-Solicitation Agreement?
Injunctive relief and damages for breach. Unenforceable if overbroad in many jurisdictions.
Can I use a free Non-Solicitation Agreement template?
Free templates are a starting point, not a solution. A template that was not drafted for your specific business, jurisdiction, and data practices may create false statements — which is legally worse than having no policy at all. Always customise any template and have it reviewed by qualified counsel.
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Read guidePolicifyAI is a technology provider, not a law firm. The information on this page is for orientation only and is not legal advice. Generated templates are intended as a structured starting point for review by qualified counsel before publication.