Non-Solicitation Clause template clause

    Updated: 27 March 2026

    Please note: these example clauses are intended as a starting point, not as legal advice. Always adapt the text to your specific situation and have important contracts reviewed by a legal professional.

    Clause text

    Article [X] - Non-Solicitation

    1. During the term of this Agreement and for a period of [number, e.g. 12] months following its termination (regardless of the reason for termination), the Supplier shall not, directly or indirectly:
    (a) maintain business contact with Relationships of the Client other than in connection with the performance of this Agreement;
    (b) approach, solicit, or induce Relationships of the Client to purchase products or services that compete with those of the Client;
    (c) approach, solicit, or hire employees, temporary workers, or independent contractors engaged by the Client.

    2. "Relationships" means: all natural persons and legal entities with which the Client has maintained a business relationship during the last [number, e.g. 24] months prior to termination, as well as prospects with which the Client was demonstrably in negotiations during that period.

    3. For each breach of this non-solicitation clause, the Supplier shall forfeit an immediately payable penalty of EUR [amount] per breach and EUR [amount] for each day that the breach continues, without prejudice to the Client's right to full damages.

    4. The Client may grant the Supplier written exemption from this non-solicitation clause for specific, named Relationships. Such exemption shall apply exclusively to the Relationships named therein and shall leave the clause otherwise fully in force.

    What does this clause mean?

    A non-solicitation clause prohibits your contracting partner from approaching or taking over your clients, suppliers, or employees after the collaboration ends. It protects the commercial relationships you have built and prevents abuse of knowledge about your customer base. Paragraphs 1(a) and 1(b) form the non-solicitation clause proper (protecting client and supplier relationships). Paragraph 1(c) is strictly an anti-poaching provision targeting employees, but it is commonly included in the same article in practice.

    The distinction from a non-compete clause is significant. A non-compete clause prohibits certain business activities in a geographic area, whereas a non-solicitation clause targets specific persons and organisations. In a B2B context, a non-solicitation clause is therefore more focused and courts generally consider it less likely to be unreasonably restrictive.

    According to World Commerce & Contracting, 9.2% of annual revenue is lost due to poor contract management. Part of that loss occurs when departing partners or service providers take client relationships with them without the contract adequately addressing this. A well-drafted non-solicitation clause makes the financial consequences of a breach immediately concrete through the penalty provision in paragraph 3.

    When should you use this clause?

    Include a non-solicitation clause in any agreement where the contracting partner gains access to your customer base, commercial data, or employees. Think of partnership agreements, distribution contracts, secondment agreements, franchise agreements, and management-for-third-parties contracts.

    The clause is particularly relevant when your contracting partner has direct contact with your end customers. According to Weshare (2025), 95% of organisations lack full visibility into their contractual obligations. Without a non-solicitation clause in your standard terms, you risk a departing partner quietly approaching your most valuable relationships.

    Customize these elements

    • 1Limit the duration to what is reasonable for your sector. Courts moderate non-solicitation clauses longer than 12 to 24 months unless you can demonstrate a compelling interest
    • 2Define "Relationships" as concretely as possible. An overly broad definition (all business contacts) makes the clause vulnerable to being voided
    • 3Adjust the penalty amount to the average client value. The penalty must deter but also be proportionate to the interest at stake
    • 4Consider adding a geographic limitation if your market is regional. This strengthens enforceability upon judicial review

    Sources

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