What is a non-solicit?
A non-solicit is a contractual promise not to solicit a company's customers, employees, or both for a defined period. Unlike a non-compete, it does not bar the person from competing at all — it only stops them from actively poaching the relationships the business depends on. A departing executive can go work for a rival; they just cannot call the old company's customers or recruit its staff while the covenant runs.
In M&A it protects the buyer's purchased relationships: the customer base and the key team that make the acquired business worth what was paid. In employment it protects the company from a departing employee walking out with the client book or hollowing out the team by recruiting former colleagues.
Because it restrains specific conduct rather than a person's whole livelihood, a non-solicit is generally more readily enforceable than a non-compete — making it a workhorse covenant even in jurisdictions hostile to broader restraints.
How a non-solicit is structured
Non-solicits are scoped by who is protected and what counts as solicitation — the definitions do most of the work.
- Customer non-solicit. Bars approaching, servicing, or doing business with the company's customers — sometimes limited to customers the person actually dealt with, sometimes broader.
- Employee non-solicit. Bars recruiting or hiring away the company's employees. The strongest versions also cover "no-hire," not just active solicitation.
- Duration. A defined period after the deal or departure, scoped to be reasonable for the interest being protected.
- Definition of solicit. The pivotal term. A narrow definition catches only active, targeted outreach; a broad one may sweep in general advertising or inbound approaches, which courts often refuse to enforce.
Carve-outs for general job postings, customers who approach unprompted, and pre-existing relationships are common and heavily negotiated.
Why non-solicits are favored over non-competes
Non-solicits occupy the enforceable middle ground. A non-compete restrains a person's ability to earn a living and is therefore viewed skeptically and, in some jurisdictions, sharply limited or banned. A non-solicit restrains only the act of poaching specific relationships, which courts generally see as a narrower, more legitimate protection — so it tends to survive scrutiny where a non-compete would fail.
That makes the non-solicit the practical fallback. Deals routinely pair a non-compete with a non-solicit precisely so that, if the non-compete is struck down or unavailable, the non-solicit still protects the customer and employee relationships that matter most. The real disputes turn on the definition of "solicit" and on whether passive or inbound contact counts as a breach.