As Global Head of Research & Leadership Advisory at JRG Partners, I have written this plain-English explainer because the question comes up in nearly every client conversation. A non-solicitation agreement restricts a departing executive from soliciting the company’s employees or customers for a defined period after leaving. Unlike a non-compete, which restricts working for a competitor, a non-solicit specifically prevents poaching the company’s people or clients, protecting the relationships the executive had access to.
What follows is the practitioner’s version: the definition, how it actually operates, where it is commonly misunderstood, and what employers should take from it. It is written for people who have to make decisions with the concept, not merely recognize the term.
Key Takeaways
- A non-solicit restricts a departing executive from poaching employees or customers.
- Unlike a non-compete, it lets them compete but not by soliciting the company’s people or clients.
- It addresses the specific risk of a departing leader using inside relationships.
- Non-solicits are narrower and generally more enforceable than non-competes.
- Enforceability depends on reasonable duration and scope.
What a Non-Solicit Restricts
A non-solicitation agreement typically prohibits a departing executive from two things: soliciting the company’s employees to leave (employee non-solicit) and soliciting the company’s customers or clients (customer non-solicit). It targets the specific harm of a departing leader using their inside relationships to poach the company’s talent or business, protecting those relationships without preventing the executive from working elsewhere entirely.
Non-Solicit vs. Non-Compete
The two are often confused but restrict different things. A non-compete prevents the executive from working for a competitor at all; a non-solicit lets them compete but not by poaching the company’s employees or customers. Non-solicits are generally more enforceable than non-competes, because they are narrower and less restrictive of the executive’s ability to earn a living, and some jurisdictions that limit or ban non-competes still permit reasonable non-solicits.
Why Companies Use Non-Solicits
Departing executives pose a specific risk: they know the company’s key employees and customers and have the relationships to lure them away. A non-solicit addresses this directly, preventing the executive from using inside knowledge and relationships to poach talent or business, while allowing them to pursue their career otherwise. For senior leaders with broad relationships, non-solicits are a standard and important protection.
Enforceability and Scope
Non-solicit enforceability depends on reasonableness: the duration, the scope of who cannot be solicited, and the geographic and business limits must be reasonable to protect legitimate interests without unduly restricting the executive. Well-drafted non-solicits, narrowly tailored to genuine relationships and reasonable in duration, are generally enforceable. Overbroad ones risk being struck down. The specifics are negotiated and drafted carefully in the employment agreement.
How It Works in Practice
In practice, a non-solicitation agreement is a clause in an executive’s employment agreement specifying that, for a defined period after leaving, they will not solicit the company’s employees or customers. If a departed executive then tries to recruit their former team or lure former clients, the company can enforce the non-solicit. The clause is drafted to be reasonable in duration and scope, protecting genuine relationships without preventing the executive from working, which is what makes it enforceable.
Why This Matters for Employers
Departing executives can use inside relationships to poach a company’s talent and customers, and non-solicitation agreements address this specific risk directly. Understanding how they work, and how they differ from non-competes, helps companies protect their key relationships while helping executives understand their post-departure obligations.
Common Misconceptions
The misconception is that a non-solicit is the same as a non-compete. A non-compete restricts working for a competitor; a non-solicit lets the executive compete but not by poaching the company’s employees or customers. Non-solicits are narrower and generally more enforceable.
A Practical Example
Consider an executive who leaves to join or start a competitor and immediately tries to recruit their former team and pitch their former clients, using relationships built at the prior company. A non-solicitation agreement prevents exactly this, letting the executive compete but not by poaching the company’s people and business. Without the non-solicit, the departure could hollow out the company’s team and client base; with it, those relationships are protected while the executive remains free to pursue their career otherwise.
The Bottom Line
Getting Non-Solicitation Agreement right in your own context, its scope, its boundaries, and when it genuinely applies, pays off in cleaner accountability and fewer expensive surprises. The distinctions in this guide matter most exactly when the stakes are highest, which for leadership decisions is most of the time.
Frequently Asked Questions
- Q: What is a non-solicitation agreement?
- A: A restriction preventing a departing executive from soliciting the company’s employees or customers for a defined period after leaving.
- Q: How is a non-solicit different from a non-compete?
- A: A non-compete prevents working for a competitor; a non-solicit lets the executive compete but not by poaching the company’s employees or customers.
- Q: Are non-solicits enforceable?
- A: Generally more so than non-competes, if reasonable in duration and scope; some jurisdictions that limit non-competes still permit non-solicits.
- Q: Why do companies use non-solicits?
- A: To prevent departing executives from using inside relationships to poach the company’s talent or business.
- Q: What does a non-solicit cover?
- A: Typically both soliciting employees to leave and soliciting customers or clients, for a defined reasonable period.
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Tanya Gallardo
Managing Director, Executive Search & AI Talent Strategy
Tanya Gallardo is the Managing Director of Executive Search & AI Talent Strategy at JRG Partners, leading C-suite and Board engagements across key growth sectors including Technology, Financial Services, and Manufacturing.
With over 18 years of experience specializing in disruptive technology leadership, Tanya is recognized as a leading authority on talent architecture for future-focused executive roles, such as the Chief AI Officer (CAIO) and Chief Digital Officer (CDO). Her expertise lies in accurately assessing the cultural fit and technical depth required to ensure a high return on investment (ROI) for critical leadership appointments.
Prior to her role at JRG Partners, Tanya held senior roles directing global talent acquisition strategies at a major publicly-traded technology firm, advising on organizational design and succession planning for emerging executive functions. She is a recognized speaker and contributor to industry events, sharing data-driven insights on executive compensation, leadership development, and the measurable business impact of C-suite talent.
