Non-solicitation concerns approaching customers or employees; it is necessary to examine what was prohibited, who initiated the contact, and what the protected interest is.
What does a non-solicitation clause prohibit?
A non-solicitation undertaking may relate to approaching customers, recruiting employees, or directing suppliers to another business. The wording determines whether it concerns proactive contact, accepting work even without contact, or a particular type of connection. The clause is not identical to a non-compete prohibition, but it may significantly restrict occupation. Therefore, its purpose and scope should be examined, and it should not be assumed to be valid in every circumstance merely because its title is narrow.
Who initiated the contact and what was the source of the information?
In a dispute over a customer's move, it is important to preserve the first contact and its context: whether a targeted offer was sent, whether the customer approached on their own, and what was taken from the employer's databases. A customer list is not automatically a trade secret; confidential terms of engagement and pricing may have a different status than a public telephone number. A general announcement of opening a business is not necessarily equivalent to a personal approach, but it is examined according to its content and circumstances.
- Read the definition of the customers or employees to whom the undertaking applies.
- Identify the period of the restriction and the actions that were expressly prohibited.
- Preserve original messages, contact dates, and price quotes.
- Distinguish between public information, information the business received from the customer, and confidential material taken from another source.
Customers and employees have independent choice
The move to another business may result from price, service, a personal connection, or an independent decision. A claim for compensation must address the reason for the move and the alleged harm, and not assume that every new income stream was taken from the former employer. In employee recruitment, active contact, existing undertakings, and conduct during the period of employment must be examined; the mere resignation of additional employees does not prove prohibited solicitation.
A possible arrangement may define a limited list of contacts, a period, and a mechanism for handling incoming inquiries, while preserving confidentiality. Before seeking an order, it should be clarified whether that solution protects the interest without prohibiting broad activity beyond what is necessary. In employment relations, freedom of occupation and good faith are examined, and a dispute between businesses requires examination according to the appropriate contractual and commercial framework.
What does a non-solicitation clause prohibit?
A non-solicitation undertaking may relate to approaching customers, recruiting employees, or directing suppliers to another business. The wording determines whether it concerns proactive contact, accepting work even without contact, or a particular type of connection. The clause is not identical to a non-compete prohibition, but it may significantly restrict occupation. Therefore, its purpose and scope should be examined, and it should not be assumed to be valid in every circumstance merely because its title is narrow.
Who initiated the contact and what was the source of the information?
In a dispute over a customer's move, it is important to preserve the first contact and its context: whether a targeted offer was sent, whether the customer approached on their own, and what was taken from the employer's databases. A customer list is not automatically a trade secret; confidential terms of engagement and pricing may have a different status than a public telephone number. A general announcement of opening a business is not necessarily equivalent to a personal approach, but it is examined according to its content and circumstances. Read the definition of the customers or employees to whom the undertaking applies. ; identify the period of the restriction and the actions that were expressly prohibited. ; preserve original messages, contact dates, and price quotes. ; distinguish between public information, information the business received from the customer, and confidential material taken from another source.
Customers and employees have independent choice — what is important to know?
The move to another business may result from price, service, a personal connection, or an independent decision. A claim for compensation must address the reason for the move and the alleged harm, and not assume that every new income stream was taken from the former employer. In employee recruitment, active contact, existing undertakings, and conduct during the period of employment must be examined; the mere resignation of additional employees does not prove prohibited solicitation. A possible arrangement may define a limited list of contacts, a period, and a mechanism for handling incoming inquiries, while preserving confidentiality. Before seeking an order, it should be clarified whether that solution protects the interest without prohibiting broad activity beyond what is necessary. In employment relations, freedom of occupation and good faith are examined, and a dispute between businesses requires examination according to the appropriate contractual and commercial framework.
This information is for initial orientation about the service and contact process. It is not individual legal advice.
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