How is non-solicitation different from non-compete?

A non-compete bars competing at all; a non-solicitation only bars approaching specific clients or staff, making it narrower and more readily enforceable.

Does accepting an unsolicited client breach the clause?

Usually only if the clause bans all dealings rather than active solicitation; draft it to target proactive approaches to avoid overreach.

How should the covered clients be defined?

Typically as clients with whom the restrained party had meaningful contact in the last 12 months before departure. A list that is too broad (all clients ever) is more likely to be narrowed by a court.

Can a non-solicitation clause also cover staff poaching?

Yes, if expressly included. Many non-solicitation clauses cover both client and employee solicitation; the two limbs should be set out separately to ensure each is clearly bounded.

Is a penalty clause useful with a non-solicitation clause?

Yes. Because loss from a breach of non-solicitation is often hard to quantify, a penalty clause makes enforcement practical and provides a deterrent without requiring proof of actual damage.

Non-Solicitation Clause

Stops a party from poaching the other's clients or staff for a defined period after the contract.

What it is

A non-solicitation clause prevents a party from approaching the other's customers, suppliers or employees for its own benefit, typically for a period after the relationship ends. It is narrower than a non-compete because it targets relationships, not the whole market.

Why it matters

Customer and staff relationships are key assets that a departing partner or employee can readily exploit. A focused non-solicit is more likely to be enforced than a broad non-compete, while still protecting goodwill and team stability.

How to apply it

Define which clients and staff are covered (e.g. those active in the last 12 months).
Distinguish active solicitation from merely accepting unsolicited business.
Set a reasonable duration tied to relationship value.
For employees, observe the same BW 7:653 form and motivation rules as a non-compete.

Negotiation tips

• The restrained party should limit coverage to relationships it actually serviced.
• Carve out general advertising and inbound enquiries from "solicitation".

Common pitfalls

• Banning all dealings with any client, even those who approach independently.
• Treating it as automatically valid when the strict employment rules also apply.

Legal references

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.

Frequently asked questions

Common questions about this clause.