How Does a Non-Solicitation Clause Work?
How a Non-Solicitation Clause Works and When It’s Enforceable
Many employees are familiar with the non-compete clause, but non-solicitation clauses often receive less attention, undeservedly so. These clauses can significantly restrict an employee’s freedom to maintain business relationships after leaving a job. In this blog, we explain what a non-solicitation clause entails, when it is legally valid, and what the risks are if it's breached.
What is a non-solicitation clause?
A non-solicitation clause is a provision in an employment contract that prohibits the employee, after the end of employment, from maintaining contact with the former employer’s business relations. These may include clients, suppliers, contractors, or other professional contacts the employee got to know during their employment.
The purpose is to protect the employer’s business network and market position. By preventing former employees from “taking” clients to competitors or to their own ventures, the clause aims to safeguard business continuity. The restriction usually applies for a limited period, such as six or twelve months, and often includes a geographic or industry-specific scope.
When is a non-solicitation clause valid?
Just like non-compete clauses, non-solicitation clauses must meet legal requirements to be enforceable. In the case of fixed-term contracts, they are generally not allowed, unless the employer can demonstrate compelling business reasons. These must be clearly outlined and justified in the contract itself.
For permanent contracts, a non-solicitation clause is allowed, provided it is:
Clearly and specifically defined;
Reasonably limited in time and scope;
Not overly broad or vague.
Courts will closely scrutinize these clauses and may nullify them, fully or partially, if they are too sweeping or ambiguous.
Be careful with LinkedIn and social media
Non-solicitation clauses can extend further than many expect. Courts have ruled that even sending a LinkedIn connection request to a former client can violate the clause especially if done shortly after departure, and even without any promotional message.
However, a general announcement on social media, such as launching your own company, may be acceptable, provided it’s not directly targeted at the former employer’s clients. The context and wording are critical.
What are the consequences of violating the clause?
Breach of a non-solicitation clause can be costly. Most contracts include a penalty clause, which means an immediate fine is payable for each violation. This could be a lump sum or a daily fine for continued contact.
Former employers may also seek damages or take legal action to enforce compliance. It is therefore essential to seek legal advice if there’s any doubt about what is or isn’t allowed under your contract.
Conclusion
A non-solicitation clause can significantly restrict your post-employment freedom, especially when it comes to client relationships or online networking. The validity and enforceability of the clause depend on its wording, the contract type, and the employer’s substantiated interests. Both employers and employees should take these clauses seriously and ensure they are properly drafted or reviewed.
This blog was written by Mr. Stijn Blom
Employment law attorney at expatlawyer.nl B.V. Stijn has extensive experience in employment law and supports entrepreneurs on a daily basis with a wide range of employment law issues. From dismissal cases to drafting watertight agreements and regulations – with his practical and personal approach, he helps employers and employees move forward. Want to know more? Visit Stijn’s page.
Expatlawyer.nl is happy to think along with you if you have questions about the topic of non-solicitation clauses? Feel free to get in touch.
June 2025
