Employee-Friendly Non-Solicitation Agreement Template

In this Agreement, the following capitalized terms shall have the meanings set forth below, and such meanings shall apply equally to the singular and plural forms of the terms defined.

"Business" means the specific business activities actually conducted by the Employer during the Employee's employment and in which the Employee was materially involved, namely [description of Business], and excludes any line of business which the Employer has merely contemplated or in which the Employee had no material involvement.

"Covered Client" means any person or entity that, during the Look-Back Period, was a bona fide paying client of the Employer and with whom the Employee had direct, personal, and substantive dealings on behalf of the Employer, including by negotiating, servicing, managing, or maintaining the relationship with such client. A person or entity shall not be a Covered Client solely because the Employee became aware of its identity, had incidental or merely administrative contact with it, or had access to information concerning it.

"Covered Employee" means any individual who, at the time of the alleged solicitation, is employed by the Employer as an employee and with whom the Employee worked directly on a project, matter, or assignment, or whom the Employee directly or indirectly managed or supervised, in each case during the Look-Back Period. The term excludes any individual whose employment with the Employer has ended, whether voluntarily or involuntarily, at least [number] days before the solicitation occurs.

"Look-Back Period" means the period of [number] months immediately preceding the Termination Date.

"Restricted Period" has the meaning given in the section of this Agreement titled for that purpose and relates to the period following the Termination Date.

"Solicit" means to knowingly and intentionally initiate, directly or through another person acting at the Employee's direction, communication with a Covered Client or Covered Employee for the purpose and with the specific aim described in the applicable covenant of this Agreement, as further explained in the section addressing conduct constituting solicitation.

"Termination Date" means the date on which the Employee's employment with the Employer ends for any reason, whether by resignation, dismissal, expiry, or otherwise, as reflected in the Employer's written notice or the Employee's written notice of termination.

"Competing Services" means services or products that are substantially the same as those that the Employee personally provided or supervised for the Employer, or sold, to the relevant Covered Client during the Look-Back Period.

"Confidential Information" means non-public information of the Employer designated in writing as confidential or which a reasonable person would understand to be confidential, as more particularly described in [reference to confidentiality agreement or placeholder], and excludes information that is or becomes publicly available other than through the Employee's breach, was lawfully known to the Employee before employment, or is part of the Employee's general skills, knowledge, and experience.

In this Agreement, headings are for convenience only and do not affect interpretation; the words "including" and "includes" shall be construed without limitation; and any ambiguity shall be construed in accordance with the plain meaning of the words used and, to the extent a restriction is capable of more than one reasonable interpretation, in the manner that least restricts the Employee's lawful activities.

References to a "Section" are to the sections of this Agreement, and references to a "person" include any individual, corporation, partnership, association, or other entity.

The Employer acknowledges and agrees that the covenants of the Employee herein are given in exchange for good and valuable consideration, including [description of consideration, e.g., a payment of [amount] or continued employment, enhanced compensation, or other benefits], the receipt and sufficiency of which are hereby acknowledged by both Parties.

The Employer shall provide the consideration described in this Section to the Employee in accordance with the following timetable: [payment or delivery terms]. The Employer's obligation to provide such consideration is a condition precedent to the Employee's obligations under this Agreement, and any failure by the Employer to provide such consideration when due, which failure is not cured within [number] days following written notice from the Employee, shall release the Employee from the covenants herein.

The Employee acknowledges that, in the course of employment, the Employee has been or will be exposed to the Employer's client relationships and workforce, and that the Employer has a legitimate and protectable business interest in preserving its relationships with those Covered Clients and Covered Employees with whom the Employee had direct dealings.

The Employer acknowledges that the Employee has acquired, and will continue to acquire, general skills, knowledge, training, and professional contacts which belong to the Employee, and that nothing in this Agreement shall be construed to restrict the Employee's use of such general skills, knowledge, training, and contacts.

Each Party acknowledges that it has read and understood this Agreement, has had a reasonable opportunity of not less than [number] days to consider its terms, and has been afforded the opportunity to obtain independent legal advice. The Employee's execution of this Agreement is voluntary.

The Employer shall bear its own costs of preparing this Agreement and shall reimburse the Employee for reasonable legal fees incurred in reviewing it, up to a maximum of [amount].

Each Party represents that it has full power and authority to enter into and perform this Agreement, and that doing so does not conflict with any other agreement or obligation by which it is bound.

The covenants in this Agreement shall apply during the period commencing on the Termination Date and continuing for [number] months thereafter (the "Restricted Period"), unless earlier ended in accordance with this Agreement.

The Restricted Period shall not commence, and no covenant herein shall bind the Employee, prior to the Termination Date. During the Employee's employment, the Employee's conduct shall be governed exclusively by the terms of the Employee's employment agreement and applicable duties of loyalty, and not by this Agreement.

The Restricted Period shall not be extended, tolled, or suspended for any reason, including any period of alleged breach, except as may be expressly ordered by a court or tribunal of competent jurisdiction following a final determination that the Employee has materially breached this Agreement, and in such case the extension shall not exceed the duration of the proven breach and in no event [number] months.

The Restricted Period shall terminate immediately and automatically upon the occurrence of any of the following: the Employer's material breach of this Agreement or of the Employee's employment agreement, including a failure to pay any undisputed compensation when due, which is not cured within [number] days of written notice; the commencement of insolvency, liquidation, or dissolution proceedings in respect of the Employer; or the Employer ceasing to carry on the Business.

If the Employee's employment is terminated by the Employer without Cause, or by reason of redundancy or restructuring, the Restricted Period shall be reduced to [shorter number] months, unless the Employer continues to pay the Employee, during the entire Restricted Period, an amount equal to [percentage] of the Employee's base compensation at the rate in effect on the Termination Date. For the purposes of this Section, "Cause" means [definition of Cause, to be limited to serious misconduct, fraud, or willful and material breach of duties, following notice and a reasonable opportunity to cure where capable of cure].

During the Restricted Period, the Employee shall not, directly or through another person acting at the Employee's direction, Solicit any Covered Client for the purpose of inducing such Covered Client to cease or materially reduce its business with the Employer, or to purchase Competing Services from any person other than the Employer.

The covenant in this Section applies solely to Covered Clients, namely those clients with whom the Employee had direct, personal dealings, and shall not extend to clients, prospective clients, or business contacts of the Employer with whom the Employee did not personally deal.

The Employer shall, within [number] days after the Termination Date and upon the Employee's written request, deliver to the Employee a written list of those persons the Employer considers to be Covered Clients. Any person not so identified in a list delivered within such period shall be presumed not to be a Covered Client, unless the Employer demonstrates by clear documentary evidence that such person satisfies the definition thereof.

The covenant in this Section shall not apply to any person who, prior to any communication from the Employee, ceased to be a client of the Employer, or who has not purchased products or services from the Employer in the [number] months preceding the alleged solicitation.

Nothing in this Section prohibits the Employee from accepting business from, or providing services to, any Covered Client that was not Solicited by the Employee in breach of this Agreement, including where such Covered Client initiates contact with the Employee or engages the Employee or the Employee's subsequent employer without any prohibited solicitation.

Nothing in this Section restricts the Employee from serving any person who was a client of the Employee before the commencement of the Employee's employment with the Employer, as identified in a list the Employee may deliver to the Employer on or before the Effective Date, being [list or placeholder].

During the Restricted Period, the Employee shall not, directly or through another person acting at the Employee's direction, Solicit any Covered Employee for the purpose of inducing that Covered Employee to terminate or reduce the Covered Employee's employment with the Employer in order to accept employment or engagement with the Employee or with any person by whom the Employee is then employed or engaged.

The covenant in this Section applies solely to Covered Employees, being those employees with whom the Employee worked directly or whom the Employee managed or supervised, and does not extend to other employees, contractors, or consultants of the Employer with whom the Employee had no such working or managerial relationship.

The covenant in this Section is a restriction on active solicitation only. It shall not prohibit the Employee from (a) responding to unsolicited inquiries by a Covered Employee, (b) providing a reference when requested, or (c) the hiring or engagement of any Covered Employee by any subsequent employer of the Employee where the Employee did not participate in the solicitation of such individual, and the Employee shall not be in breach merely because a Covered Employee later becomes employed by the Employee's subsequent employer.

The Employee shall not be in breach of this Section where the Employee did not participate in, direct, or influence the decision to hire any Covered Employee, regardless of the Employee's role or position with any subsequent employer.

This Section shall not apply to any individual whose employment with the Employer has been terminated by the Employer, who has given notice of resignation, or whose employment ended more than [number] days before the first communication from the Employee concerning potential employment.

Nothing in this Section shall restrict any Covered Employee from seeking or accepting employment of that individual's own volition, nor shall it be construed as restricting the freedom of any individual to change employment.

Conduct shall constitute Solicitation under this Agreement only where the Employee, by deliberate and affirmative action, personally initiates direct and targeted communication with a specific Covered Client or Covered Employee, whether orally, in writing, or electronically, with the specific purpose of inducing the conduct prohibited by the applicable covenant.

Without limiting the foregoing, the following shall not, in and of themselves, constitute Solicitation: merely informing others that the Employee has changed employment; updating a professional networking profile or announcing a new position; responding to a communication initiated by a Covered Client or Covered Employee; or engaging in social, personal, or professional contact that does not include a proposal that the recipient change its business or employment arrangements.

The Employee shall not be deemed to have Solicited any person by reason of the acts of any subsequent employer or any third party, unless the Employee directed, requested, or knowingly assisted in such acts, in which case the burden shall rest upon the Employer to establish such direction, request, or assistance.

The provision by the Employee to a subsequent employer of the names of Covered Clients or Covered Employees shall not constitute Solicitation, provided that the Employee does not disclose Confidential Information and does not participate in any direct approach to such persons in breach of this Agreement.

The Employer bears the burden of proving, by [standard of proof, e.g., a preponderance of the evidence], that the Employee engaged in conduct constituting Solicitation as defined in this Section and that such conduct was undertaken knowingly.

Nothing in this Agreement shall prevent the Employee or any subsequent employer of the Employee from publishing general advertisements, announcements, job postings, or solicitations of employment, whether in print, online, through social or professional media, recruiters, or otherwise, that are not specifically targeted at Covered Clients or Covered Employees.

The Employee may, without breach, engage a recruitment agency or search firm which conducts general searches, provided that the Employee does not direct such agency or firm to target Covered Employees by name.

The Employee shall be entitled to participate in general marketing and business-development activity, attend industry events, trade shows, and conferences, and make general commercial communications, even if Covered Clients or Covered Employees receive or respond to such communications, provided such activity is not directed specifically at them in breach of this Agreement.

Nothing in this Agreement shall restrict the Employee from providing services to or accepting employment with any person following the Termination Date, from engaging in the Employee's profession, or from dealing with any person who is not a Covered Client or Covered Employee.

Nothing in this Agreement shall restrict the Employee from making disclosures required by law, from reporting concerns to a regulatory, governmental, or law-enforcement authority, from testifying truthfully in any proceeding, or from discussing terms and conditions of employment with others to the extent protected by applicable law.

Nothing in this Agreement shall restrict the Employee from engaging in any activity with the prior written consent of the Employer, which consent shall not be unreasonably withheld, conditioned, or delayed and which shall be deemed given if the Employer does not respond within [number] business days of a written request.

The Parties expressly acknowledge and agree that this Agreement does not contain, and shall not be construed to contain, any covenant not to compete, and that the Employee is free, following the Termination Date, to work for, own, or provide services to any business, including a business that competes with the Employer.

No provision of this Agreement shall be interpreted, whether by implication, inference, or extension, as restricting the Employee from entering into any employment, consultancy, directorship, partnership, or business venture, in any geographic area or industry, provided only that the Employee complies with the specific, limited non-solicitation covenants herein.

The Employer shall not assert, in any proceeding or otherwise, that the Employee's acceptance of employment or engagement with a competitor, or the establishment of a competing business, in itself constitutes a breach of this Agreement, or that it gives rise to any presumption of solicitation or of misuse of Confidential Information.

The Employer irrevocably waives any right it may have under any other agreement, policy, or arrangement with the Employee, including the Employee's employment agreement, to the extent any such right is inconsistent with the foregoing, and any non-competition restriction in any such document shall be of no further force or effect upon the Termination Date, unless the Employer is separately paying the Employee a stated amount for it under a document expressly referring to this Section.

If any provision of this Agreement would, in any proceeding, be interpreted as a non-competition restriction, such provision shall be interpreted narrowly so as to give effect to the Parties' stated intention that no such restriction exists.

The Parties agree that the covenants in this Agreement are reasonable in scope, duration, and subject matter and are no broader than necessary to protect the Employer's legitimate interest in its client relationships and workforce stability, and that they are not intended to impose undue hardship on the Employee.

The covenants of the Employee shall be construed narrowly and strictly against the Employer, and any ambiguity in this Agreement as to the scope of the covenants shall be resolved in favor of the Employee's freedom to work and to engage in lawful commercial activity.

The covenants herein are not intended to, and shall not, apply to any conduct or activity to the extent that enforcement would be contrary to public policy or otherwise unlawful in the place where the Employee resides or works at the relevant time.

The Employer's rights under this Agreement are conditional upon the Employer having complied in all material respects with its obligations to the Employee, including payment of all earned compensation and of the consideration specified in this Agreement.

The Employer shall not enforce, or threaten to enforce, this Agreement against the Employee, or against any subsequent employer or business associate of the Employee, in bad faith, for an improper purpose such as harassment or the stifling of lawful competition, or in respect of conduct outside the express scope of the covenants.

The Employer shall not communicate with any subsequent employer of the Employee in a manner that misstates the scope of this Agreement, and shall in any communication accurately describe the Agreement as containing no non-competition restriction.

The Employee's total liability arising under or in connection with this Agreement, other than for a deliberate and proven breach, shall not exceed [amount].

If the Employee, prior to the Termination Date or during the Restricted Period, receives an offer of employment or engagement, the Employee shall not be required to notify the Employer of the identity of the prospective employer, and shall have no obligation to disclose any details thereof, except as provided in this Section.

Within [number] business days after commencing new employment or engagement during the Restricted Period, the Employee shall, upon the Employer's written request made no more than [number] times during the Restricted Period, inform the Employer in writing of the identity of the new employer and the general nature of the Employee's role. The Employee shall not be required to disclose confidential information of any third party.

The Employer shall not contact any prospective or subsequent employer of the Employee before the Employer has given the Employee written notice of any alleged breach of this Agreement and permitted the Employee a period of at least [number] business days to respond.

Good-faith inquiries by the Employee to the Employer as to whether a particular person is a Covered Client or Covered Employee, or whether a proposed activity would breach this Agreement, shall not themselves constitute a breach, and the Employer shall respond in writing within [number] business days. If the Employer does not respond within that period, the Employee may conclude, and the Employer shall be estopped from denying, that the person or activity is not within the scope of the covenants.

If the Employer provides written confirmation that a proposed activity does not breach this Agreement, the Employee may rely on that confirmation and shall not be in breach as a result of undertaking such activity.

An approach by a Covered Client or Covered Employee to the Employee, or a good-faith discussion in which the Employee, upon becoming aware of the person's status, declines to engage in further Solicitation, shall not constitute a breach of this Agreement.

Prior to commencing any proceeding, the Employer shall give the Employee written notice of any alleged breach, describing the alleged conduct in reasonable detail, and the Employee shall have [number] days from receipt to respond and, where the alleged breach is capable of remedy, to remedy it.

If the Employer establishes, in accordance with the section on dispute resolution, that the Employee has materially breached the covenants of this Agreement, the Employer shall be entitled to seek injunctive relief limited to restraining the specific conduct found to be a breach, in addition to proven direct damages.

Any damages recoverable by the Employer shall be limited to direct, actual, and proven losses directly and proximately caused by the breach, and the Employer shall not be entitled to recover punitive, exemplary, special, indirect, or consequential damages, or lost profits that are speculative.

No injunctive relief shall be granted unless the Employer posts security in an amount determined by the court or tribunal, being not less than [amount], to compensate the Employee for any loss or damage in the event the injunction is wrongly granted.

If the Employer commences a proceeding to enforce this Agreement and does not prevail on all material issues, the Employer shall reimburse the Employee's reasonable legal fees and costs. If the Employer prevails, each Party shall bear its own costs unless the tribunal determines the Employee acted in bad faith.

The Employee shall be entitled to enforce the Employer's obligations hereunder, including the payment of consideration, by any lawful means, and shall be entitled to recover reasonable costs and legal fees in any successful action to do so.

The remedies of the Employee shall be cumulative, and a failure or delay in exercising any right shall not constitute a waiver of it.

If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, such provision shall be severed to the extent of such invalidity, and the remaining provisions shall continue in full force and effect.

If any covenant herein is held to be unenforceable because of its scope, duration, or subject matter, the court or tribunal may, but is not obliged to, modify the covenant to the minimum extent necessary to render it enforceable, provided that any such modification shall only narrow, and shall in no event broaden, the covenant or increase the burden on the Employee.

No court or tribunal shall rewrite or add any provision that would operate as a non-competition restriction or otherwise expand the Employee's obligations beyond the express terms of this Agreement.

If a court or tribunal determines that a covenant is unenforceable in its entirety, the Employer shall have no right to recover any consideration paid to the Employee under this Agreement, and shall have no claim for damages in respect of any act of the Employee prior to such determination which was undertaken in reliance on the apparent invalidity of such covenant.

The Parties shall negotiate in good faith to replace any severed provision with a valid provision that achieves, to the greatest extent lawfully possible, the original intention of the Parties, while preserving the protections granted to the Employee.

The invalidity of any provision applicable to a particular Covered Client or Covered Employee shall not affect the validity of such provision as applied to any other such person.

This Agreement shall take effect on the Effective Date and, subject to the following provisions, shall continue in force until the expiry of the Restricted Period, whereupon it shall terminate automatically without further action by either Party.

If the Employee's employment ends, or if the Employee's employment never commences or is not continued beyond [number] days after the Effective Date, this Agreement shall terminate unless the Parties otherwise agree in writing.

This Agreement may be terminated at any time by mutual written agreement of the Parties.

The Employee may terminate this Agreement by written notice to the Employer upon the Employer's material breach of this Agreement which is not cured within [number] days after written notice of such breach, and upon such termination the Employee shall be released from all further obligations hereunder.

The covenants in this Agreement shall automatically terminate in the circumstances described in the section governing the Restricted Period, and upon the termination or expiry of this Agreement, neither Party shall have any further obligation except as provided in this Section.

The following provisions shall survive the termination or expiry of this Agreement: the sections addressing the absence of non-competition restrictions, reasonableness and limitation, remedies and enforcement, governing law and dispute resolution, and this Section, together with any accrued rights or liabilities arising prior to such termination or expiry.

This Agreement, and any dispute, claim, or controversy arising out of or in connection with it, including its existence, validity, interpretation, performance, breach, or termination, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict-of-laws principles.

The Parties shall first attempt to resolve any dispute by good-faith negotiation between [Employer representative title] and the Employee for a period of [number] days following written notice of the dispute.

If the dispute is not resolved within that period, the Parties shall refer it to mediation administered by [mediation body or mediator] in [Mediation Location], and shall share the costs of mediation equally, unless the Employer is the claimant, in which case the Employer shall bear the costs of the mediator.

If mediation does not resolve the dispute within [number] days of its commencement, the dispute shall be finally determined by [courts of [Jurisdiction] / arbitration under the rules of [Arbitration Institution] before [number] arbitrator(s) seated in [Seat of Arbitration], conducted in the English language].

The courts of [Jurisdiction] shall have exclusive jurisdiction, and the Employee shall have the right to bring any claim in the courts of the place where the Employee resides or is employed, to the extent such right cannot be waived by agreement.

The Employer shall bear the fees and expenses of any arbitral tribunal or similar administrative costs, except to the extent the tribunal determines that the Employee has acted in bad faith.

The Parties shall keep the existence and content of any proceeding confidential, except as required by law or as necessary to enforce a determination, or to the extent that disclosure is made to professional advisers on a confidential basis.

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing in the English language and shall be delivered by hand, by recognized courier, by registered mail, or by email with confirmation of transmission, to the address set out in this Section.

Notices to the Employer shall be addressed to: [Employer Name], Attention: [Name and Title], [Address], Email: [Email Address].

Notices to the Employee shall be addressed to: [Employee Name], [Address], Email: [Email Address], with a copy (which shall not constitute notice) to [Employee's Legal Counsel Name and Address], if any.

A notice shall be deemed received: if delivered by hand, upon delivery; if sent by courier, on the [number] business day after dispatch; if sent by registered mail, on the [number] business day after posting; and if sent by email, on the business day of transmission if sent before [time] on a business day, and otherwise on the next business day, provided no notice of delivery failure is received.

Either Party may change its address or contact details for notices by giving written notice to the other Party in accordance with this Section, and such change shall be effective [number] business days after receipt.

Any notice by the Employer alleging a breach shall be sent by a method that provides proof of delivery and shall include the particulars required by the section on remedies and enforcement, failing which such notice shall be ineffective.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior discussions, negotiations, and understandings, whether written or oral, relating to non-solicitation of clients or employees.

Where the Employee's employment agreement, handbook, or any policy of the Employer contains any non-solicitation or non-competition covenant, such provision shall be superseded by this Agreement to the extent it conflicts or overlaps with it, and this Agreement shall prevail in the event of any inconsistency, with the more restrictive provision never taking precedence over this Agreement.

Nothing in this Agreement shall supersede or limit any confidentiality obligations of the Employee under a separate written agreement, which shall remain in force in accordance with its terms and the limitations of applicable law.

This Agreement may be amended or modified only by a written instrument that expressly refers to this Agreement and is signed by both Parties. No amendment that increases the Employee's obligations shall be effective unless supported by new and additional consideration of [amount or description].

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party, and no waiver of any breach shall constitute a waiver of any other or subsequent breach.

No failure or delay by the Employee in exercising any right under this Agreement shall operate as a waiver thereof, and the Employer's failure to give notice of an alleged breach within [number] months of becoming aware of it shall be deemed a waiver of the right to enforce in respect of that breach.

The Employee has not relied upon any representation, warranty, or statement not expressly set out in this Agreement.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, personal representatives, successors, and permitted assigns.

The Employee may not assign or delegate any rights or obligations under this Agreement, being obligations of a personal nature, but the Employee's rights to payment shall pass to the Employee's estate in the event of death.

The Employer may not assign this Agreement without the prior written consent of the Employee, except to a successor to all or substantially all of the Business of the Employer, which assumes in writing all of the Employer's obligations under this Agreement and to which the Employee's employment is transferred.

Following any permitted assignment, the covenants in this Agreement shall continue to protect only the client relationships and workforce of the Employer existing as of the date of the assignment, and shall not extend to the clients or employees of the assignee or any of its affiliates, nor to any business of an assignee that is different from the Business.

No assignment by the Employer shall release it from its obligations to provide consideration hereunder, unless the Employee consents in writing to such release.

Any purported assignment in violation of this Section shall be void and shall result in the termination of the Employee's covenants in this Agreement.

The Employer shall not be entitled to the benefit of this Agreement as against any person other than the Employee, and no person other than the Parties and their permitted successors shall have any rights hereunder, whether as a third-party beneficiary or otherwise, including any affiliate or related company of the Employer.

Each Party shall execute such further documents and take such further actions as may reasonably be required to give effect to the terms of this Agreement.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means, including by electronic signature or scanned copy, shall be effective and binding.

The Parties acknowledge that this Agreement has been negotiated by them and shall not be construed more strictly against either Party by reason of authorship, except as expressly provided in this Agreement for the benefit of the Employee.

The Employer shall provide the Employee with a fully executed copy of this Agreement promptly upon execution and in any event within [number] business days.

Nothing in this Agreement creates any obligation of the Employer to continue to employ the Employee, nor does it modify the terms of the Employee's employment, which shall remain governed by the Employee's employment agreement.

The Parties acknowledge that this Agreement is entered into for business purposes in the context of the Employee's professional activity.

Time is not of the essence in respect of this Agreement, except as to the periods specified for the Employee's rights of response, notice, and cure.