How does a non-solicitation clause protect my small business?

What does a non-solicitation clause usually cover?

Most clauses address two main areas:

• Client solicitation — Contacting or persuading your customers to move their business.
• Employee poaching — Recruiting or hiring members of your team.

The clause is meant to protect your client relationships and workforce, not block someone from earning a living.

What makes it enforceable?

For a non-solicitation clause to hold up, it usually must be reasonable. Courts often look at:

• Scope — What actions are restricted.
• Duration — How long the limits last (often months, not years). Courts commonly enforce limits between 6 and 24 months.
• Geography — The area covered, if location matters.

If the clause is too broad, it may not be enforced. State laws vary, and some states strictly limit restrictive covenants.

What to do next

• Draft the clause to focus only on clients and staff.
• Keep the time limit reasonable.
• Avoid overly broad industry bans.
• Check your state's rules before finalizing the agreement.

What to consider in your specific situation

The general ideas above apply widely, but the right approach for your business depends on several details. Here are a few factors that could make your situation different:

• The type of worker involved—employee vs. contractor agreements follow different rules.
• The specific wording in your contract, especially how "solicitation" is defined.
• State and local laws, which vary widely on what kinds of restrictions are allowed. Some states restrict no-hire agreements, especially between businesses.
• How much access the worker had to client lists, pricing, or other sensitive information.
• The nature of your business, including whether your clients are local or spread across regions.
• Past interactions, such as side agreements, emails, or verbal promises that could affect enforcement.

Each of these could change what's realistic and enforceable. Since every business is unique, consider getting more information through Rocket Copilot, or a Legal Pro review so you can move forward with confidence.