What is a Non-Solicitation Agreement?

It is used by employers and departing employees or partners who want the terms recorded before work starts or money changes hands, rather than reconstructed from memory afterwards. Putting it in writing is what turns an understanding into something either side can rely on.

There are 19 fields here, grouped into 6 areas — parties and contact details, payment and financial terms, dates, timing and duration, role and working arrangements, confidentiality and intellectual property, and legal protections and risk. Each is a term that causes argument when left unstated, which is why the generator asks for it rather than leaving a gap in the document.

Disputes tend to surface around the end of the restricted period, when one side considers the obligation discharged and the other does not. Employment paperwork is more heavily regulated than most contracts. Getting worker classification, overtime eligibility or final-pay timing wrong exposes an employer to back pay, penalties and interest.

Fill in the form and the non-solicitation agreement assembles as you type, so you can read the finished wording before you download it. The draft is a starting point built on standard contract structure — it is not legal advice, and for a high-value or unusual arrangement it is worth having an attorney check it against the rules in your state.

What matters most in a non-solicitation agreement

Non-disparagement should be mutual

A one-sided gag is poorly received and harder to justify. Carve out honest statements made to regulators or required by law.

Non-solicitation is more defensible than non-compete

It protects specific relationships rather than blocking someone's livelihood, which is why courts uphold it more readily.

Define who is covered

Limit it to customers the person actually dealt with and staff they worked with. A restriction covering everyone the company has ever served is likely too broad.

When you need a non-solicitation agreement

  • When sensitive information is shared: Confidentiality terms should be signed before disclosure, not after. Information already shared without protection is very difficult to claw back.
  • When money changes hands: Record what the employee owes, when each month of restraint falls due, and what follows a late payment. These are the clauses relied on most often and left vague most often.
  • When the restriction needs defining: Write down what is included and what is not. A specific description is what turns an extra request into a chargeable variation rather than an argument.
  • When more than one person is involved: Where several people share the obligation, the non-solicitation agreement should say whether they are liable together, separately, or both. That single word decides who can be pursued for the whole amount.
  • When the counterparty is new to you: With no track record between the parties, the written terms do the work that familiarity would otherwise do. That is exactly when precision pays for itself.
  • When a date cannot move: Fixed-date commitments need cancellation and postponement terms agreed upfront, because there is no opportunity to put things right afterwards.

What to include in a non-solicitation agreement

This generator collects 19 details. Here is what each group covers and why it matters when the document is relied on.

Parties and contact details

Get these right before anything else. A dispute over the restriction is unwinnable if the document names a party that does not legally exist.

Employer Name
The legal entity employing the worker. This determines who is liable for wages, tax withholding and statutory obligations.
Employer Address
The employer's principal place of business.
Employee Name
The employee's full legal name as it appears on payroll and tax documentation.
Employee Address
The employee's home address for payroll records and formal notices.

Payment and financial terms

Tie each payment to something observable — a delivered month of restraint, a date, or the end of the restricted period — rather than to a general sense that enough has been done.

Compensation
The salary or wage rate, expressed per year or per hour, together with any bonus or commission arrangement.
Pay Frequency
How often wages are paid. State law often dictates minimum pay frequency, so check the rule for your state.

Dates, timing and duration

Use calendar dates, not relative triggers. "On approval" cannot be located on a calendar, which means it cannot be used to show that anyone is late.

Effective Date
The date the agreement takes effect. This can differ from the signature date, and it is the date obligations start running from.
Start Date
When performance begins. Tie this to a calendar date rather than a vague trigger such as 'on approval'.
Notice Period
How much warning a party must give before ending the agreement, and how notice must be delivered to count.

Role and working arrangements

Be specific about hours and duties. Vagueness here is what makes classification, overtime and final-pay questions expensive to answer later.

Job Title
The role title and where it sits in the organisation.
Department
The team or business unit the role belongs to.
Reporting Manager
The person the employee reports to day to day. Naming the role rather than only the individual avoids the clause going stale after internal moves.
Work Location
The primary place of work and whether remote or hybrid working is permitted.
Working Hours
Expected hours and days, plus overtime treatment. Misclassifying an employee as exempt from overtime is a frequent and expensive error.
Benefits
Health cover, retirement contributions, paid leave and any other benefits, plus who is eligible and when entitlement begins.
Probation Period
The initial review period, what is assessed and what notice applies during it.

Confidentiality and intellectual property

State the territory, media, term and exclusivity of anything licensed. An unbounded licence is a transfer that was priced as a licence.

Confidentiality Obligations
The duty to keep information private, who it may be shared with internally, and the standard of care required.
Intellectual Property Obligations
The employee's duty to assign inventions and work product created in the course of employment.

Legal protections and risk

These are the clauses nobody reads until something goes wrong, at which point they are the only clauses that matter.

Governing State
The state whose law governs the agreement. Choose a state connected to the parties or the work, as a wholly unconnected choice may not be respected.

Completing this non-solicitation agreement

Reviewing it against what actually happens

Arrangements drift. If the way the employer and the employee work together has moved away from the wording, reissue the document rather than relying on a version that no longer describes reality.

Recording where this applies

If the parties are in different states, name which state's law applies and where any dispute would be heard. Adding one line now avoids a preliminary argument later.

Making the counts checkable

Where the price depends on months of restraint, keep a contemporaneous record as they are delivered. A count reconstructed at invoice time invites a challenge that a running record would have prevented.

Checking the consents

Where a landlord, lender, insurer or licensing body has to approve the arrangement, obtain that approval before the end of the restricted period rather than assuming it will follow as a formality.

Describing the restriction

The strongest version of this non-solicitation agreement describes the restriction in terms someone outside the deal could check — quantities, months of restraint, dates and standards. Write it so a reader who was not in the room can tell whether it has been done.

Common mistakes to avoid

  1. Nobody keeps a signed copy. Each party should hold a fully signed version. A contract that exists only as an unsigned draft on one side's laptop is very hard to rely on.
  2. Deposits with no agreed status. Say whether a deposit is refundable, what it secures, and what happens to it if the arrangement ends early. Deposit disputes are among the most common of all.
  3. No route out. Agree how the arrangement ends while the employer and the employee still get on. Exit terms negotiated during a dispute rarely favour anyone, and they cost far more to settle.
  4. Forgetting what the employee may lawfully do the day the restriction lifts. The agreement should not go quiet at the point the end of the restricted period arrives. What the employee may lawfully do the day the restriction lifts is the part people assume is understood, and it is where the late arguments come from.
  5. Leaving out the governing law. Where the employer and the employee are in different places, naming the law and the forum in advance avoids a preliminary fight about where the dispute is even heard.

How to use this non-solicitation agreement generator

  1. Fill in the form. Fill in the 19 fields, starting with the parties. Have the business interest the restraint protects to hand before you begin, because several of the entries will be taken directly from it. Nothing is sent to a server — the document is assembled in your browser.
  2. Read the preview. Check the preview against the business interest the restraint protects. Where the two disagree, the document is the version that will be relied on, so fix it here.
  3. Download and sign. Export as PDF to sign, or as Word to keep working on it. Store the signed version somewhere both the employer and the employee can find it, along with the business interest the restraint protects.

Non-Solicitation Agreement — frequently asked questions

Can a non-disparagement clause stop someone reporting misconduct?

No, and a clause drafted to do so may be unenforceable and unlawful. Whistleblower protections and the right to communicate with regulators or law enforcement cannot be contracted away. Well-drafted clauses expressly carve out protected disclosures, truthful statements in legal proceedings, and anything required by law.

Does anything survive after the non-solicitation agreement ends?

Yes. What the employee may lawfully do the day the restriction lifts continues past the end of the restricted period, and confidentiality obligations normally do too. Anything expected to survive has to say so expressly — an obligation that is merely assumed to continue generally does not.

What records should I keep alongside the non-solicitation agreement?

The business interest the restraint protects, the signed document itself, and a contemporaneous note of anything agreed afterwards. Most disputes turn on what was agreed at the time, and the party who can produce a dated record is the party who wins that argument.

Which state's law should govern this non-solicitation agreement?

Choose a state with a genuine connection to the parties or the subject matter — where a party is based, or where the work or property is located. A choice with no connection at all may not be respected, and for property or employment the local state's rules will often apply regardless of what the contract says.

How long do the confidentiality obligations last?

Ordinary commercial information is usually protected for a fixed period of two to five years after the agreement ends, while genuine trade secrets are often protected for as long as they stay secret. Whichever you choose, state expressly that the confidentiality clause survives termination — otherwise the protection ends with the contract.

How is notice properly given under this agreement?

Follow the notice clause exactly: use the stated method, send it to the address named in the agreement, and keep proof of delivery. Notice given informally — a text message, or an email to the wrong person — is frequently challenged, and a defective notice can leave the agreement running on.

Is an employment contract required by law?

A full contract is not always mandatory, but most jurisdictions require employers to give written notice of key terms — pay rate, pay frequency and job duties — within a short window of hiring. A written agreement satisfies that and removes ambiguity.

Can employment terms be changed later?

Not unilaterally. A material change to pay, hours or duties normally needs the employee's agreement, recorded in a signed variation or a fresh agreement. Imposing changes without consent risks a constructive dismissal claim.