A non-solicitation agreement is a clause that stops you actively pursuing your employer's clients, customers or staff, usually for a set period after you leave. Unlike a non-compete, it doesn't stop you working for a competitor or starting your own business. That difference is why non-solicits survive in places that ban non-competes, such as Ontario, though California is stricter.
Non-solicits are probably the most common restrictive clause in employment contracts and the least understood. Here's what they cover, how the official sources treat them as of October 2026, and what to check before you sign one or rely on one.
What a non-solicit covers
Ontario's employment standards guide gives the cleanest official definition: a non-solicit 'prohibits an employee from soliciting, or actively pursuing, clients, customers, vendors, business partners or other employees of their employer', during the job or after it ends. It often, but not always, applies only for a set period after you leave. Typical versions come in two flavors:
| Type | What it stops | What it usually allows |
|---|---|---|
| Client or customer non-solicit | Contacting your old employer's clients to win their business | Serving clients who approach you on their own, if the wording allows |
| Employee non-solicit (no-poach) | Recruiting former colleagues to join you | Hiring people who answer a public job ad, if the wording allows |
| Non-dealing clause (a stricter variant) | Doing any business with listed clients, even if they come to you | Little; this is closest to a non-compete |
Non-solicit vs non-compete
A non-compete stops you doing a type of work at all. A non-solicit only stops you chasing particular people. The FTC's definition of a non-compete shows why the line matters: it covers any term that prohibits, penalizes or 'functions to prevent' a worker from taking other work or running a business. A non-solicit drafted so widely that you can't realistically work in your field starts to behave like a non-compete, and courts and regulators look at the effect, not the heading.
Where non-solicits stand
| Place | Non-competes | Non-solicits |
|---|---|---|
| Ontario | Banned in agreements made on or after 25 October 2021, with narrow exceptions | Not prohibited by the Employment Standards Act; common law can still limit them |
| California | Void in employment under section 16600, 'no matter how narrowly tailored' | Treated with suspicion: any contract restraining a lawful profession, trade or business is void to that extent |
| US federal | No federal ban: the FTC acceded to the vacatur of its rule in September 2025 | Governed by state law |
| Other US states | Varies by state | Varies by state; check local law and the exact wording |
The Ontario guide is unusually direct: the ESA prohibits non-competes but doesn't prohibit non-solicit agreements or non-disclosure agreements, though employees may have greater rights under the common law, and it suggests talking to a lawyer about enforceability. California goes the other way. Section 16600 voids every contract that restrains anyone from a lawful profession, trade or business 'to that extent', and since the 2023 amendment (AB 1076) it isn't limited to contracts where the restrained person is a party.
What makes a non-solicit more likely to hold
- A short period after you leave rather than an open-ended one.
- A defined list: clients you dealt with, not every customer the company has ever had.
- A ban on soliciting, not on accepting business that comes to you unprompted.
- A real business interest behind it, such as client relationships you were paid to build.
- Local law that allows it: check your state or province before relying on it.
If you're also bound by confidentiality, our guide to non-disclosure agreements covers what an NDA can and can't stop you saying, and garden leave explains the paid notice period some employers use instead of a restriction.
Before you sign one
- Read the definition of 'solicit'. Does a LinkedIn post announcing your new job count?
- Check the client list. Is it limited to people you worked with?
- Look for a non-dealing clause hiding inside the non-solicit.
- Ask whether staff who apply to you on their own are covered.
- Note the governing law: a California employee has very different protection from someone in a state that enforces restrictive clauses.
For employers writing one
If you run a small business and want to protect client relationships, a narrow non-solicit is usually the tool that's left once non-competes are off the table. Keep it tied to what you're protecting:
- Name the interest: client relationships, a sales pipeline or a team you've trained.
- Limit it to clients and staff the employee dealt with in a recent period before leaving.
- Set a short restricted period and say exactly when it starts.
- Ban solicitation, and decide deliberately whether to ban dealing too.
- Have it checked against local law for each place your staff work, because one template rarely fits California, Ontario and everywhere else.
If you're accused of breaching one
Don't ignore a letter, and don't delete anything. Read the clause against what you've done: did you approach the client, or did they find you? Did the colleague apply to a public advert? Keep a note of who contacted whom and when, because 'they came to me' is often the whole defence, and it's only convincing with a record made at the time.
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The verdict
A fair non-solicit protects relationships an employer paid you to build, and most professionals can live with one. The ones worth pushing back on are open-ended, cover clients you've never met, or quietly ban you from dealing with anyone who calls. Negotiate the length and the client list before you sign, because once you've signed, the fight happens in court, and that's slow and expensive for both sides.
Frequently asked questions
What is a non-solicitation agreement?
A clause that stops an employee actively pursuing the employer's clients, customers, vendors, business partners or staff, during employment or for a period after it ends.
Is a non-solicitation agreement the same as a non-compete?
No. A non-compete stops you doing competing work at all; a non-solicit only stops you actively pursuing specific clients or staff.
Are non-solicitation agreements enforceable in Ontario?
The Employment Standards Act bans non-competes but doesn't prohibit non-solicit agreements. Common law can still limit them, so enforceability depends on the wording.
Are non-solicitation agreements enforceable in California?
California voids any contract restraining a lawful profession, trade or business to that extent under section 16600, so employee non-solicits face a high bar there.
