Non-Solicitation Agreement

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Parties & Context›Scope of Restriction›Employee Non-Solicitation…

Parties & Context12 questions

1. What type of business entity is the company entering into this document?

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2. In which state is the company's principal place of business?

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3. What is the full legal name of the company seeking protection?

4. Are any affiliates, subsidiaries, parent companies, acquired businesses, or successor entities also protected by this agreement?

5. What is the full legal name of the person or entity being asked to sign?

6. In what capacity is the restricted party signing?

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7. What is the restricted party's current address (residential or principal business)?

8. In which state does the restricted party primarily work (or work remotely from)?

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9. Is this non-solicitation agreement standalone, or part of a larger document package?

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10. Is the restricted party already bound by any prior non-compete, non-solicitation, confidentiality, or equity clawback agreement with this company?

11. What is the relationship between the company and the restricted party?

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12. What is the restricted party's job title, role, and a brief description of their duties?

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Scope of Restriction6 questions

13. What will this non-solicitation agreement restrict?

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14. What legitimate business interest is this agreement protecting?

15. Does the restriction prohibit only active solicitation, or also accepting business or employment from protected relationships?

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16. How should LinkedIn activity, social media posts, mass emails, and general online networking be treated under this agreement?

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17. Should the prohibited conduct be specifically tied to use of the company's confidential information, customer lists, pricing data, or trade secrets?

18. Should the agreement include a non-interference clause prohibiting the restricted party from disrupting the company's existing contracts, business relationships, or customer goodwill?

Employee Non-Solicitation1 question

19. Should the restriction cover indirect solicitation - e.g., directing a recruiter, using a new employer's HR team, or orchestrating outreach through a third party?

Duration4 questions

20. What event starts the restricted period clock?

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21. How long should the non-solicitation restriction last after the clock starts?

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22. Should customer restrictions, employee restrictions, and vendor/supplier restrictions have different durations?

23. Should the restriction period be tolled (paused) during a period of proven breach, concealment, or pending litigation?

Geographic Scope1 question

24. What geographic scope applies to this non-solicitation restriction?

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Consideration5 questions

25. What consideration is the restricted party receiving in exchange for signing this agreement?

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26. What is the specific amount or value of the consideration being provided?

27. When will the consideration be provided relative to signing?

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28. Will breach of the non-solicitation trigger any forfeiture, clawback, or repayment obligation?

29. Will the company pay the restricted party during the non-solicitation period (garden leave)?

Exceptions & Carve-Outs5 questions

30. Should there be an explicit carve-out for customers or employees who independently and proactively reach out to the restricted party (no solicitation by the restricted party)?

31. Should there be a carve-out for general advertising and public job postings not targeted at specific protected individuals?

32. Should relationships the restricted party had with customers or contacts BEFORE joining the company be carved out?

33. Are there specific customers, prospects, accounts, or personal relationships that should be expressly excluded from the restriction?

34. Should the agreement expressly state that the restricted party may work in the same industry or compete generally - as long as there is no prohibited solicitation of protected customers or employees?

Remedies8 questions

35. Should the agreement require the restricted party to return or delete the company's confidential information, customer lists, CRM exports, devices, and proprietary data at departure?

36. Should the restricted party be required to certify compliance with the non-solicitation restriction after departure, upon company demand, or at the start of any dispute?

37. Should the restricted party be required (or permitted) to notify a new employer or business partner of the existence and scope of this restriction?

38. Should the agreement include an injunctive relief provision allowing the company to seek an emergency court order to stop a breach immediately?

39. Should the agreement include liquidated damages - a pre-specified amount payable if the restricted party breaches?

40. How should actual damages be measured if the company chooses to prove them rather than rely on liquidated damages?

41. Should the prevailing party in a dispute be entitled to recover their attorneys' fees and enforcement costs?

42. Should the agreement provide a notice-and-cure process before the company can pursue litigation, damages, or injunctive relief?

Dispute Resolution8 questions

43. Which state's law should govern this agreement?

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44. In what court, county, or jurisdiction should disputes be filed?

45. How should disputes about this agreement be resolved?

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46. Should the agreement include a modification / "blue pencil" clause allowing a court or arbitrator to narrow an overbroad provision rather than void it entirely?

47. Should disputes, arbitration proceedings, settlements, and their terms be kept confidential?

48. May the company assign this agreement to affiliates, successors, acquirers of the business, or purchasers of substantially all of the company's assets?

49. Should the restricted party acknowledge reasonableness, access to counsel, adequacy of consideration, and receipt of confidential information in the agreement?

50. Will this document be signed electronically?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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