# Non-Solicitation Clause

Source: https://contracko.com/clause-library/non-solicitation

# 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.

### How Contracko helps

Contracko stores employment and commercial contracts containing non-solicitation clauses in one searchable repository, so your HR or legal team can instantly find which agreements are in force for a departing employee or partner and what clients or staff they cover. Non-solicitation expiry dates are tracked with reminders, ensuring you know when a restriction lapses and can act accordingly.

## Legal references

- [BW 7:653 Employment relationship clause (relatiebeding) under Dutch law](https://wetten.overheid.nl/BWBR0005290)
- [BW 6:248 Reasonableness and fairness Dutch law](https://wetten.overheid.nl/BWBR0005289)

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.

## Relevant for

[Staffing & Recruitment](https://contracko.com/industries/staffing-recruitment)[Consulting](https://contracko.com/industries/consulting)[Marketing & Creative Agencies](https://contracko.com/industries/agencies)[IT Services](https://contracko.com/industries/it-services)[Financial Services](https://contracko.com/industries/financial-services)

## Related clauses

- [Non-Compete Clause](https://contracko.com/clause-library/non-compete)
- [Confidentiality Clause](https://contracko.com/clause-library/confidentiality)
- [Liquidated Damages Clause](https://contracko.com/clause-library/liquidated-damages)

## Related terms

- [Non-compete](https://contracko.com/glossary/non-compete)
- [Good faith](https://contracko.com/glossary/good-faith)
- [Confidential information](https://contracko.com/glossary/confidential-information)

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## Frequently asked questions

Common questions about this clause.

- **Q:** How is non-solicitation different from non-compete?
  **A:** A non-compete bars competing at all; a non-solicitation only bars approaching specific clients or staff, making it narrower and more readily enforceable.

- **Q:** Does accepting an unsolicited client breach the clause?
  **A:** Usually only if the clause bans all dealings rather than active solicitation; draft it to target proactive approaches to avoid overreach.

- **Q:** How should the covered clients be defined?
  **A:** 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.

- **Q:** Can a non-solicitation clause also cover staff poaching?
  **A:** 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.

- **Q:** Is a penalty clause useful with a non-solicitation clause?
  **A:** 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.

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