Does my non-solicitation clause still apply if a client reaches out to me first?

What counts as "soliciting"?

Courts often view solicitation as taking an active step to win a client's business. This can include:

• Contacting clients to offer services.
• Encouraging them to leave your former employer.
• Promoting your new business to them.

If the client truly initiated contact and you did not prompt them, some courts may not treat a simple response as solicitation.

Can the contract still restrict you?

Yes. Some clauses only ban active outreach. Others prohibit doing business with former clients at all, even if they contact you first.

State laws also vary. Courts usually review whether the clause is reasonable in time, scope, and purpose.

A client reaching out first does not automatically protect you.

What to do next

• Read your clause carefully for how it defines solicitation.
• Check whether it bans all business or just active outreach.
• Review your state's rules on enforcement.
• Avoid responding until you understand your obligations.

What to consider in your specific situation

Whether responding to a former client puts you at risk will depend on the details of your agreement and the facts around the contact.

Here are a few factors that could change how the rule applies to you:

• The exact language in your non-solicitation clause, especially whether it bans only outreach or any business.
• State laws on enforcing non-solicitation agreements, which vary widely.
• The type of work you do and how client relationships typically function in your industry.
• Any past communications, side agreements, or conduct that could suggest solicitation.
• How much risk your former employer is willing to take on or pursue if they believe a breach occurred.

If you want clearer guidance for your situation, consider getting more information through Rocket Copilot, or through a Legal Pro.