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Non-Solicitation Agreements Protect Relationships

Another valuable business asset is the relationship employees have developed with customers. The goodwill the customer feels from the interaction should remain with the company after the employee leaves. Non-solicitation agreements can keep former employees from poaching customers/clients, key employees and disrupting vendor relationships.

As with any limitation on earning a living, non-solicitation provisions must be limited in time and specifically related to the employee’s duties. Typically, in this agreement, an employee agrees not to contact customers/clients to entice them to follow the employee to another company. The employee also agrees not to encourage other employees to leave or to interfere with any vendor (eg, by calling the vendor and disparaging the company, its ability to pay, its ethics, etc.).

These agreements must be narrowly written so that the employee is only prohibited from soliciting customers/clients that the employee actually worked with or otherwise knew to be a customer/client of the business.

For example, if you are an IT service company, it is reasonable to prohibit employees who leave from contacting the companies they personally serviced or customers in their branch office for 6-12 months after they leave your company, but it may not be enforceable to prohibit them from contacting any customer of the company throughout the Southeast. Some non-solicitation contracts attempt to stop employees from contacting any prospective customer as well, even where the employee would have no way of knowing who the prospective customers are.

Again, the key to an enforceable non-solicitation contract is to thoughtfully define what actual relationships and contacts the employee has developed for the benefit of the company, and prohibit contact with these people for a defined length of time.


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