What is Non-Solicitation Agreement Drafting?
A non-solicitation agreement is a legal contract that prevents an individual, such as an employee, from working with a company’s clients, employees, or vendors for a certain amount of time. Although non-solicitation agreements do appear in larger agreements, you can also make them stand-alone contracts.
This type of contract serves to protect the company’s interests and sensitive information, such as client lists. Since a non-solicitation agreement restricts one of the parties, care must be taken when drafting it so that it’s reasonable and fair.
Read the rest of this article to learn about what key terms are usually found in a non-solicitation agreement, tips for drafting it, and the benefits of hiring a qualified lawyer to write it for you.
What Key Terms are in a Non-Solicitation Agreement?
A non-solicitation agreement usually contains information such as the following:
- Parties. The agreement’s parties must be identified, with their full legal names and contact information.
- Definition. The agreement must explain what constitutes solicitation so that parties understand exactly what’s restricted.
- Purpose. The agreement should specify why the agreement exists, such as to protect customer relationships or company information.
- Duration. The non-solicitation agreement should state how long the agreement will last. It’s usually between one to three years, but the duration can vary.
- Territory scope. The agreement must clarify the location where non-solicitation restrictions will apply.
- Activities. It should list what activities are restricted, such as recruiting employees.
- Breach. The agreement will include a section for how to handle breaches, such as what the consequences and remedies are.
- Governing law. It’s important to specify the jurisdiction’s laws that govern the agreement. This will help parties to resolve conflict should it occur in the future.
What are Tips for Drafting a Non-Solicitation Agreement?
When writing a non-solicitation agreement, you’ll need to be comprehensive and provide clarity for both parties. Here are some tips to help you navigate the process.
Provide Fair Restrictions
One of the most important aspects of drafting a non-solicitation agreement is striking a fair balance between protecting the company’s interests and allowing the restricted party, such as an employee, to find employment or work with clients.
To achieve this balance, you can include exceptions where non-solicitation restrictions don’t apply and make sure that the scope and duration are reasonable. If they’re too broad, such as if the restrictions cover a large region, this can hamper the restricted party too much.
Include an Acknowledgment Clause
The agreement must include acknowledgment from the restricted party that they commit to its terms. You can also require that the restricted party receive notice of the restrictions before they accept a job role or start a business relationship with the company. This minimizes risks involved.
Consider Adding a Confidentiality Clause
In your non-solicitation agreement, you can include a non-disclosure clause for the restricted party to protect private information, such as company trade secrets. This is recommended to strengthen the agreement and make it more comprehensive.
Get it Reviewed by a Lawyer
If you’ve drafted a non-solicitation agreement, you should get it reviewed by a qualified lawyer. This will give you peace of mind that your agreement is clear, easy to understand, and reasonable for both parties.
Should You Hire a Lawyer for Non-Solicitation Agreement Drafting?
A non-solicitation agreement requires specific details to be comprehensive. For it to be enforceable in court, it must be reasonable. Achieving this can feel challenging, so it’s advisable to hire a qualified lawyer to assist you with the drafting process.
Here’s what a lawyer can do to help you:
- They’ll consider a reasonable agreement duration so that it’s consistent with the business interest that’s being protected and the relevant laws.
- They’ll evaluate exceptions to include in the agreement terms. They’ll state details about what activities are permitted and prohibited.
- They’ll make sure all terminology in the agreement is consistent.
- They’ll include non-compete obligations if these are applicable and required.
- They’ll draft the agreement in clear language so that all parties can understand what’s required of them.
- They’ll consider the risks involved so that they can protect both parties’ interests with applicable provisions.
- They’ll align the entire agreement with the relevant laws in your specific region, ensuring compliance to protect you from legal disputes.
- They’ll negotiate with the other party if required, such as if you’re the restricted party and want a more reasonable scope or territory.
Where to Find a Lawyer to Draft a Non-Solicitation Agreement
If you need to find a reputable lawyer to help you draft a non-solicitation agreement, you might wonder where to find one. Online legal platforms make the process of finding and hiring a lawyer easier. Instead of taking time out of your busy schedule to find a lawyer, you can access a network of lawyers online.
ContractsCounsel is one of the largest online legal marketplaces that provides you with access to a network of vetted lawyers. Once you post your request for a qualified lawyer, lawyers on the platform will reach out to you.
All lawyers on the platform have years of experience in contract drafting and review, and requesting that one of them helps you with the process is easy. Here are the steps to follow online:
- Go to the ContractsCounsel marketplace.
- Post your project for free. Include a few details to help you find the most suitable lawyer, such as why you require the agreement.
- Wait for bids. You’ll receive multiple bids from lawyers directly on the platform who have years of experience.
- Review the lawyers’ profiles. You can review the lawyers’ profiles before choosing one to work with. The platform provides extensive data about lawyers, such as their location, client ratings for previous projects, expertise, and credentials.
- Connect with a lawyer and hire them to draft your non-solicitation agreement for a flat fee.
