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The basics of non-solicitation agreements

On Behalf of | Jul 2, 2021 | Contracts

Many New Yorkers have heard of nondisclosure agreements, which prevent bound parties from sharing the proprietary information of others. Also familiar to many individuals are noncompetition agreements, which limit where and when workers may seek employment opportunities with competitor businesses in their fields of professional work. Not everyone is as familiar with non-solicitation agreements.

This informational post will discuss the basics of non-solicitation agreements and how they may impact New York employers. As with all employment matters and possible employment litigation claims, it is important that readers with non-solicitation questions seek the counsel of attorneys who represent employers in employment cases. This post does not provide legal or business advice.

What is the purpose of a non-solicitation agreement?

The purpose of a non-solicitation agreement is to protect a business from having a former employee pillage their customer list for their own gains while working for a competitor. However, in New York, solicitation has a rather narrow definition. When a former employee takes a customer list from their past employer and that list constitutes a trade secret for the former employer, then the use of that list may be prohibited. However, if the former employee could create their former employer’s customer list on their own from public resources, then the use of the list does not constitute a violation of a non-solicitation.

Careful drafting keeps non-solicitation agreements valid

As with noncompetition agreements and nondisclosure agreements, the validity of non-solicitation agreements comes does to their wording. An agreement that is tailored to the business interests of the employer and that follows the applicable business and employment law of the jurisdiction may survive challenges and protect employers from prohibited acts by their former workers. When dealing with employment law issues related to competition, solicitation, or disclosure, it is wise for employers to seek the valuable counsel of trusted employment law attorneys in their communities.