Non-Solicitation Agreements Attorney

California law is increasingly hostile to non-solicitation agreements. Under Business and Professions Code § 16600, any agreement that restrains trade is void. While narrow customer non-solicitation clauses were historically tolerated, the California Supreme Court's Edwards v. Arthur Andersen decision and subsequent legislation (AB 1076) have cast serious doubt on their enforceability. Employee non-solicitation agreements are generally void.

New York courts will enforce reasonable non-solicitation agreements that are narrowly tailored to protect legitimate business interests such as client relationships and trade secrets. The agreement must be reasonable in duration (typically 1-2 years), scope (limited to clients you actually served), and geographic area. Overly broad non-solicitation clauses may be reformed by courts to be reasonable.

A non-compete prevents you from working for or starting a competing business. A non-solicitation prevents you from soliciting specific clients or employees of your former employer. Non-solicitation is narrower, but in California, if a non-solicitation agreement effectively prevents you from competing, it may be treated as a void non-compete under Section 16600.

Many non-solicitation agreements only prohibit active solicitation — reaching out to clients to solicit their business. If a former client contacts you independently, accepting their business may not violate the agreement. However, the line between solicitation and acceptance can be disputed. Review your specific agreement carefully with an attorney and document that the client initiated contact.