How to Discuss a Non-Solicitation Clause in English
Learn the English phrases for understanding, questioning, and negotiating a non-solicitation clause in an employment contract.
A non-solicitation clause restricts you from recruiting former colleagues or soliciting former clients for a period after you leave a company. It’s narrower than a non-compete, but the exact scope varies a lot, and it’s worth understanding and, where reasonable, negotiating before you sign.
Asking What the Clause Actually Covers
Clarify scope before assuming the worst, or agreeing to something broader than necessary.
- “Could you clarify exactly what this non-solicitation clause covers — former colleagues, former clients, or both?”
- “Does this restrict me from responding if a former colleague reaches out to me, or only from actively recruiting them myself?”
- “How long does this restriction last after my employment ends, and does that period start from my last day or from signing?”
Questioning Scope That Seems Too Broad
If the clause reads more like a non-compete in disguise, raise it directly.
- “This wording feels broader than a typical non-solicitation clause — it reads almost like it restricts general industry contact, not just active recruiting.”
- “I want to flag that this could be interpreted to cover casual professional contact, not just deliberate solicitation — could we narrow the language?”
- “Would you be open to defining ‘solicitation’ more precisely, so it’s clear this doesn’t cover someone reaching out to me unprompted?”
Negotiating the Duration or Scope
Push back on unusually long durations or overly broad definitions.
- “Twelve months feels long relative to what I’ve seen elsewhere for this type of clause — would six months be workable instead?”
- “Could we limit this to clients I personally worked with directly, rather than the company’s entire client base?”
- “I’d like this to specifically exclude former colleagues who leave the company independently and later reach out to me.”
Confirming What’s Allowed During the Restriction
Get explicit confirmation on edge cases before they become a problem later.
- “If a former colleague independently applies to a company I later join, does that count as solicitation on my part?”
- “Would simply staying connected on LinkedIn or responding to a message be considered a violation, or only active recruiting?”
Discussing an Existing Clause After You’ve Left
If you’re already bound by one and unsure about a specific situation, ask for clarity rather than guessing.
- “I want to make sure I’m staying within the terms of my non-solicitation agreement — could legal confirm whether this specific situation would be a violation?”
- “I’d rather ask directly than assume, since I don’t want to inadvertently breach the agreement I signed.”
Vocabulary Reference
| Term | Meaning |
|---|---|
| Non-solicitation clause | A contract term restricting recruiting former colleagues or soliciting former clients for a set period |
| Solicitation | The act of actively encouraging someone (a colleague or client) to leave or switch to a competitor |
| Scope | The specific people, activities, or relationships a clause actually restricts |
| Duration | The length of time a restriction remains in effect after employment ends |
| Breach | A violation of the terms of a signed agreement |
Key Takeaways
- Ask precisely what and who a non-solicitation clause covers before assuming its scope.
- Flag language that reads broader than typical solicitation restrictions, since some clauses drift toward non-compete territory.
- Negotiate duration and scope where reasonable, especially limiting it to clients or colleagues you actually worked with directly.
- Get explicit confirmation on edge cases, like unprompted contact from a former colleague, before assuming they’re covered.
- When unsure whether an action would breach an existing clause, ask directly rather than guessing.