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Non-Solicitation Agreement Template

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Prepared for:

​[Employee.FirstName][Employee.LastName] ​[Employee.Company]​​

Created by:

​[Employer.FirstName][Employer.LastName] ​[Employer.Company]​

​

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This template is written as a contract between an employee and employer, but it can be edited to meet the needs of hiring an independent contractor. Replace references to the “Employee” throughout the document with “Contractor,” and edit the Non-Solicitation clause below to refer to the end of the freelancer’s contract instead of termination of employment.

This Non-Solicitation Agreement (the “Contract” or “Agreement”) states the terms and conditions that govern the contractual agreement between [Employer.Company], having its principal place of business at [Employer.StreetAddress][Employer.City][Employer.State][Employer.Country][Employer.PostalCode] (the “Company”), and [Employee.FirstName][Employee.LastName]​ (the “Employee”), who agrees to be bound by this Contract.

Company as well as from vendors, subcontractors, and other employees in the course of carrying out their job duties. 

Furthermore, the Employee acknowledges that they may be able to use such knowledge in a manner detrimental to the Company. Therefore, the Employee agrees to the following.

This clause states that the employee understands that the confidential information they learn during their employment is the reason for the non-solicitation agreement. This acknowledgment ensures that the employee cannot claim to have misunderstood the purpose of the contract. You can edit it to state specific knowledge, such as trade secrets, or you can leave it broad to cover all knowledge and skills learned.

1. Non-Solicitation

Your non-solicitation agreement should have a clearly defined term that begins when the company and employee part ways. Most non-solicitation agreements last for a period of time between one and three years, but you can customize this template with the amount of time preferred by your company.

An Employee will not, for a period of (TERM MONTHS) months after termination of their employment, approach any customer, affiliate, or business partner of the Company for purposes of seeking employment or business arrangements in competition with the Company’s line of business.

This clause can become complicated when applied to salespeople, whose current and future jobs directly involve soliciting new customers for their employers. For non-solicitation agreements designed for sales, you may need to re-word this clause to refer to “any known customer, affiliate, or business partner.” You may also include a list of clients and partners whom the salesperson may not solicit in an appendix at the end of the template.

An Employee will not, for a period of (TERM MONTHS) months following termination of their employment approach, entice, solicit, or contact any individual in employment at (Company) for any reason.

Note that this contract is a non-solicitation contract, not a non-compete agreement. The clauses above only prohibit the former employee from contacting clients and employees in order to serve the business interests of themselves or their new employer. If you would like to bar employees from competing with your business entirely for a certain period, you can use PandaDoc’s free Non-Compete Agreement Template.

The Employee agrees to provide this contract to any and all subsequent employers of the Employee during the term of this non-solicitation agreement.

The Employee agrees that all provisions are fair and just. If at any time or point any provision is voided all other provisions shall remain in effect.

The Employee acknowledges that any breach in this contract will be subject to court rulings for direct and indirect damages.

Damages for breaking a non-compete agreement can be quite broad. You may edit the above clause to specify monetary damages or to include additional specific penalties. You may choose to reach out for legal advice if you want to add penalties for breaking one clause over another.

2. Modifications

Any notice required or pertaining to this Agreement shall be made in writing and delivered either personally or by certified letter to the receiving member. 

No other modifications to this Agreement shall be permitted or acknowledged until and unless the Agreement is superseded by a subsequent contract or the contract is terminated in its entirety. Verbal modifications may not be followed until provided in written form and signed by all parties. 

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If either party needs to notify the other of any information regarding this non-solicitation agreement, they must do so using the methods specifically mentioned above. If other methods are allowed, add them to the template in the paragraph above.

3. Prior Understandings

The terms and conditions included constitute the entire Non-Solicitation Agreement between the parties and supersede any communications orally or written previously between either party. 

Should there be any past contracts or verbal agreements between the parties, they are hereafter rendered null and void by this contract and their terms and conditions are henceforth unenforceable. 

4. Waiver

Should the Company grant any waiver of a default under this Agreement, the waiver must be made in writing and shall not be a waiver of any other default of the same or different clauses. Delays or omissions in the exercise of rights related to this contract are not to be constructed as waivers to impair the expression of these rights. 

Any consent to or approval of any act will be deemed to constitute consent to that act alone no other or subsequent actions by the Employee.

This disclaimer gives the current or former employer a method to permit the employee to interact with customers or staff for a specific purpose. If the employee requests a waiver to reach out to a former coworker for a purpose unrelated to business activity, the business owner can grant a one-time or ongoing waiver to allow that contact. However, anything beyond that purpose is protected by the waiver. If you don’t want to offer any potential for exceptions, you can remove this clause entirely and re-number the following sections.

5. Limitations

This Agreement is not a contract of employment. Neither the Employee nor the Company is obligated to any specific term of employment. Both the Employee and the Company may end the employment relationship on an at-will basis. This Agreement is limited to the subject matter of covenants not to solicit as described within this Agreement.  

Any and all other agreements between the Employee and the Company remain in full force and effect regardless of the status of this non-solicitation agreement. Should this agreement be rendered unenforceable, it shall not affect the status of other agreements between the parties. 

This clause is important for contracts between employers and employees. It ensures that the agreement can’t be misconstrued as an employment contract. If you are using this template for an independent contractor, however, you can remove the clause and re-number the following provisions.

6. Governing Law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of [Employer.State] and subject to the exclusive jurisdiction of the federal and state courts located in [Employer.Country], [Employer.State].

Some states have laws barring overly restrictive covenants regarding non-solicitation and non-compete clauses. If your business operates in multiple states, it may serve your company to research state laws and choose the court of competent jurisdictions where applicable law is not as restrictive. Choosing the right location can ensure that your agreement holds up and is not thrown out entirely.

7. Severability

If any or all terms of this Non-Solicitation Agreement are found to be invalid or unenforceable in a court of law, then this Agreement and all remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included, with the unenforceable term being replaced by a similar enforceable term as agreed to by both parties.

It’s important to state that the non-solicitation agreement shall not be held as invalid if a single article of the agreement is held as unenforceable or non-binding by a court of law. This template makes it clear that the validity of this agreement does not depend on the validity of any single article within it. Should any clause be declared invalid in a court, you can use this clause to replace the invalid one with a more robust alternative.

Both parties have appeared on this day and have read and agree with all terms of this Non-Solicitation Agreement listed above.

​

MM / DD / YYYY
Signature

​

MM / DD / YYYY
Signature

​[Employer.FirstName][Employer.LastName]​

​[Employer.Title][Employer.Company]​

​[Employee.FirstName][Employee.LastName]​

​[Employee.Title][Employee.Company]​

This appendix is most useful for independent contractors and salespeople who would most likely use business relationships built at a company on their own behalf. If you are building a non-solicitation contract for people likely to work at other companies in the future, you can remove it.

Appendix A:

The customers, affiliates, and business partners whom the Employee may not solicit are listed alphabetically as follows:

  • (Client 1)

  • (Client 2)

  • (Client 3)

  • (Client 4)

FAQ

  • A non-solicitation agreement is a contract between an employee and their employer in which the employee promises not to solicit the company’s customers for any reason after they leave the company. Many non-solicitation agreements will also include clauses wherein the employee swears not to solicit the company’s other staff, either. These contracts protect the company from competitors hoping to poach their hard-won staff and clientele. They may be part of a non-competition or employment agreement, or they may be independent.

  • A non-solicitation agreement refers to a document made between employers and employees or contractors and clients which states that the contractor or employee is not allowed to use the company’s clients, contact list, or resources for their own benefit once the contract period ends.

  • Yes, non-solicitation agreements between two parties are legally binding and enforceable in the UK. However, if the conditions of the contract are deemed unfair, then the contract can be disputed in court. There are also a few clauses you have to include in your contract for it to be an ironclad agreement.

  • A non-solicitation agreement is legally binding. However, if you believe that the conditions in your agreement are unfair, you can take it to court for a legal dispute. The enforceability of the contract from there on will depend on the decision of the court.

Disclaimer

Materials (e.g. templates, educational articles, blog posts and informational content), made available through PandaDoc, including via any integrations, connectors, extensions, plugins, or third-party AI platforms (e.g. ChatGPT, Claude, or similar tools) are for general information purposes only and are provided "as is." These materials do not constitute legal, regulatory, or compliance advice and should not be construed as such. It is your responsibility to ensure materials meet your specific legal requirements. Consult a qualified attorney licensed in your jurisdiction before relying on these materials. PandaDoc disclaims all warranties, express or implied, including fitness for a particular purpose or non-infringement.

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Non Solicitation Agreement Template

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This free non-solicitation agreement template is designed for use by organizations that want to ensure that employees do not share confidential company information or intellectual property with third parties, both during and after their employment. It is concise, easy to modify, and includes a point-by-point set of terms.

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