A non-solicitation clause in your offer
A non-solicitation clause doesn't stop you working for a competitor. It stops you taking particular people with you — customers, or colleagues, or both. It's narrower than a non-compete and is often the clause an employer cares about more.
What it's for
When someone leaves, the two things an employer most fears losing are the accounts that person managed and the team that person built. A non-solicit is aimed squarely at those. It says: go if you must, but don't take the book of business, and don't recruit the people who report to you.
How it shows up in an offer
"During your employment and for eighteen (18) months thereafter, you shall not, directly or indirectly, solicit or attempt to solicit any customer, client or prospective client of the Company with whom you had contact during the last two years of your employment, nor solicit or induce any employee or contractor of the Company to leave."
For a year and a half after you leave, you agree not to approach the customers you dealt with in your last two years, and not to recruit anyone who works there. "Solicit" is the word doing the work: it's about you making the approach. Whether it also covers a customer who calls you first is the kind of thing the wording decides, and this wording doesn't say.
What to check in yours
- Customers, employees, or both. Some clauses only cover clients; some only cover staff; many cover both. Know which.
- Which customers. "Any customer of the Company" is much wider than "customers you personally dealt with." The second version is tied to your actual work; the first is tied to the whole company's client list.
- "Prospective" customers. Some clauses reach people the company was pitching but hadn't yet won. That's a list you may never have seen.
- How long. Look for the number of months and whether it runs from your last day.
- Solicit versus serve. Some clauses stop you approaching customers; some stop you working with them at all, even if they came to you. The second is closer to a non-compete in effect.
- Whether it's in the offer or in a separate agreement. As with a non-compete, if the offer refers to a restrictive covenant agreement you haven't seen, ask for it before signing.
Where a lawyer comes in
Non-solicits and non-competes are treated differently, and how either one applies to you depends on your jurisdiction and the precise wording. Whether this one would hold, and whether it's worth raising before you sign, are questions for an employment lawyer. What the report does is tell you exactly what the clause reaches — which people, for how long — so that the conversation with a lawyer, if you have one, starts from the facts rather than from the worry.
This page explains what a clause says and what to look for in your own offer. It doesn't tell you what the law is where you work or whether a clause would be enforced — that's a question for an employment lawyer, and the page says so where it applies. Informational, not legal advice.