How to review a non-solicitation clause

A non-solicitation clause stops a party from approaching the other side's employees or customers for a period of time. It appears in employment agreements, services contracts, M&A deals and NDAs. State law on these clauses varies widely and keeps changing. This guide covers how to read one, the main rules to check, and how to review it in Word with LexDraft.

Last checked: 18 October 2026. The law changes; check the current position before relying on this page.

Two different clauses

• Employee non-solicit. A promise not to recruit or hire the other party's staff. In commercial contracts it is often mutual and limited to people the party worked with during the engagement.
• Customer non-solicit. A promise not to approach the other party's customers or clients, common in employment, sale-of-business and sales representative agreements.

State and federal rules to check

• California. Business and Professions Code section 16600 voids contracts that restrain anyone from engaging in a lawful profession, trade or business, and since 2024 sections 16600.1 and 16600.5 add notice duties and apply the rule regardless of where the contract was signed. California courts have held employee non-solicitation clauses in employment agreements void (AMN Healthcare, Inc. v. Aya Healthcare Services, Inc., 28 Cal. App. 5th 923 (2018)). Restraints tied to the sale of a business are treated differently under sections 16601 to 16602.5.
• States that separate non-solicits from non-competes. Minnesota's 2023 ban on employee non-competes (Minn. Stat. section 181.988) excludes non-solicitation agreements from its definition, and Washington's non-compete statute (RCW 49.62) excludes non-solicitation agreements as defined there. Check the definitions carefully, because a broad non-solicit can be treated as a non-compete.
• The FTC rule. The FTC's 2024 rule banning most non-competes was set aside by a federal court in August 2024, and the FTC dropped its appeals in 2025. It is not in effect. The FTC can still challenge particular agreements case by case.
• No-poach agreements between companies. Agreements between employers not to hire or recruit each other's staff can raise antitrust risk when they are not reasonably necessary to a legitimate collaboration. The DOJ and FTC have published guidance on this.

Clause checklist

• Who is covered: all employees, or only those the party dealt with? Customers, or only active customers and prospects in a defined period?
• Duration: 6 to 24 months after the relationship ends is a common range.
• Does the clause bar hiring, or only soliciting? Carve out general job advertisements and people who approach you on their own initiative.
• Is there liquidated damages for a breach, such as a fee equal to a share of annual salary? Check that it is a reasonable estimate rather than a penalty.
• Does the governing law clause point to a state whose rules will actually apply to the employee? See our governing law guide.

A non-solicitation clause review workflow in Word

LexDraft is a Word add-in from Microsoft AppSource. It opens as a side panel in Word 365 (Windows and Mac), Word 2021 and Word on the web, so the agreement never leaves the tool you already draft in.

1. Open the agreement in Word and open LexDraft in the side panel.
2. Pick the governing law. Select the state named in the governing law clause so LexDraft looks for state-specific red flags.
3. Run the review. Run the review on the whole agreement. For NDAs, SaaS MSAs, DPAs and services agreements, run the matching playbook on the whole agreement; for other contracts LexDraft runs a general review against the governing law you chose. LexDraft has no separate clause-only playbook.
4. Triage by severity. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
5. Run the quick checks. The defined-term and cross-reference checks are rule-based and run without AI.
6. Accept or reject each redline. Accepted changes land as native Word tracked changes.
7. Verify and sign off. You check every output before it goes to the client or the other side.

What LexDraft does not do

LexDraft does not give legal advice or decide whether a restrictive covenant is enforceable in your state. Nothing changes in your document until you accept a redline.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.