Non-Solicitation Agreement Attorney

Non-solicitation agreements are among the most common—and most contested—restrictive covenants in New York employment relationships. Whether you are a business seeking to protect your client relationships and workforce, or an employee concerned about the restrictions you have been asked to sign, understanding how these agreements operate under New York law is essential. Our New York City attorneys advise employers and employees on every aspect of non-solicitation agreements, from initial drafting through litigation and enforcement.

A poorly drafted non-solicitation provision can be unenforceable, leaving a business without protection. An overly broad one can expose a company to liability or be struck down entirely by a New York court. For employees, signing without proper guidance can unknowingly limit future career opportunities. We help clients on both sides navigate these high-stakes issues with precision.

What Is a Non-Solicitation Agreement?

A non-solicitation agreement is a contract—or a clause within a broader employment, partnership, or sale-of-business agreement—that restricts a person from soliciting certain parties for a defined period of time. In New York, non-solicitation provisions generally fall into two categories:

• Customer non-solicitation: Prohibits a former employee from soliciting, servicing, or doing business with the employer's clients or customers.
• Employee non-solicitation (anti-raiding): Prohibits a former employee from recruiting or hiring the employer's existing workforce.

Unlike a broad non-compete agreement, which restricts a person from working in an entire field or industry, a non-solicitation agreement is narrower and typically focuses on protecting specific relationships the business has invested in developing. Because they are more targeted, New York courts often view non-solicitation agreements more favorably than full non-compete clauses—but they are by no means automatically enforceable.

How New York Law Treats Non-Solicitation Agreements

New York courts disfavor restrictive covenants that operate as restraints on trade and an individual's right to earn a living. As a result, these agreements are subject to careful judicial scrutiny. The foundational standard in New York comes from the Court of Appeals decision in BDO Seidman v. Hirshberg, which established a three-part reasonableness test. A non-solicitation agreement will be enforced only to the extent it:

1. Is no greater than necessary to protect the employer's legitimate business interest;
2. Does not impose an undue hardship on the employee; and
3. Is not injurious to the public.

In addition, the restriction must be reasonable in both its duration and geographic scope. A court will weigh these factors together to determine whether the covenant strikes an acceptable balance between the employer's interests and the employee's rights.

Legitimate Business Interests Recognized in New York

For a non-solicitation agreement to survive scrutiny, it must protect a recognized legitimate interest. New York courts have generally recognized the following:

• Protection of trade secrets and confidential information.
• Protection against the use of confidential client lists and relationships.
• Protection of client goodwill that the employer cultivated and that the employee was able to acquire during employment.
• Protection against unfair competition where the employee's services were special, unique, or extraordinary.

Importantly, New York law draws a distinction between clients the employee brought to the firm or had a pre-existing relationship with, and clients the employer assigned to the employee. Courts are often reluctant to enforce a non-solicitation provision against clients the employee personally recruited before joining the company, since the employer has a weaker claim to that goodwill.

Key Factors That Determine Enforceability

When evaluating whether a non-solicitation agreement is likely to hold up in a New York court, several factors are critical:

Duration

The temporal restriction must be reasonable. While there is no fixed rule, restrictions lasting six months to two years are more commonly upheld, depending on the industry and the nature of the interest protected. A multi-year restriction may be deemed excessive without a compelling justification.

Scope of Restricted Activity

A clause that simply prevents an employee from soliciting clients is more defensible than one that prevents any contact or accepting business from clients who approach the former employee on their own initiative. Courts scrutinize whether the language sweeps in passive conduct or only active solicitation.

Definition of "Customer" or "Client"

Overly broad definitions—such as any potential or prospective client—often render agreements unenforceable. The most defensible agreements limit the restriction to clients the employee actually serviced or had material contact with during a defined look-back period.

Consideration

Like any contract, a non-solicitation agreement must be supported by adequate consideration. Continued employment can constitute sufficient consideration in New York, but the timing and circumstances matter. Agreements signed at the start of employment, in exchange for a promotion, or alongside additional compensation tend to be on firmer ground.

How Courts Handle Overly Broad Agreements

If a New York court finds a non-solicitation provision unreasonably broad, it has several options. Under the doctrine of partial enforcement, a court may "blue pencil" the agreement—narrowing its scope to render it reasonable—rather than voiding it entirely. However, courts are less inclined to rewrite an agreement where the employer engaged in overreaching, imposed the covenant in bad faith, or coerced the employee. This underscores the importance of careful, good-faith drafting: an aggressive agreement may ultimately provide less protection than a measured one.

Services We Provide for Employers

Businesses across New York City rely on non-solicitation agreements to safeguard the relationships and personnel that drive their success. Our attorneys help employers protect those interests through:

• Drafting enforceable agreements tailored to your industry, workforce, and legitimate business interests.
• Reviewing and updating existing agreements to ensure they reflect current New York case law and survive judicial scrutiny.
• Integrating non-solicitation provisions into employment contracts, offer letters, equity agreements, severance packages, and sale-of-business transactions.
• Enforcement actions, including seeking temporary restraining orders, preliminary injunctions, and damages when a former employee breaches a valid agreement.
• Pre-litigation strategy, including cease-and-desist letters and negotiated resolutions that avoid the cost and uncertainty of court proceedings.

When a key employee departs and begins poaching clients or recruiting your team, time is critical. Evidence can disappear and damage can compound quickly. We move efficiently to preserve your rights and pursue appropriate remedies.

Services We Provide for Employees

Employees and executives also need experienced counsel when confronting non-solicitation obligations. We assist individuals by:

• Reviewing agreements before you sign, so you understand exactly what you are agreeing to and how it may affect your future.
• Negotiating more favorable terms, including narrower definitions, shorter durations, and carve-outs for pre-existing relationships.
• Assessing enforceability when you are considering a new opportunity or starting your own venture.
• Defending against enforcement actions, including challenging overbroad or improperly executed agreements.
• Negotiating severance and separation agreements that address restrictive covenants and protect your career mobility.

Receiving a cease-and-desist letter or being threatened with litigation can be intimidating. Many agreements that appear restrictive on paper are vulnerable to challenge under New York law. We help you understand your real exposure and your options.

Non-Solicitation Agreements in Business Transactions

Non-solicitation provisions are also central to mergers, acquisitions, and the sale of a business. When an owner sells a company, the buyer often requires the seller to agree not to solicit the acquired business's customers or employees. New York courts generally apply a more permissive standard in this context, recognizing that the buyer has paid for the goodwill of the business and is entitled to protect that investment. Even so, these provisions must be carefully drafted to be enforceable. We advise both buyers and sellers on structuring covenants that protect the transaction while withstanding legal challenge.

Common Mistakes That Undermine Non-Solicitation Agreements

Many disputes arise from avoidable drafting errors. Some of the most frequent problems we see include:

• Using a single template for every employee regardless of role, seniority, or access to confidential information.
• Restricting solicitation of all customers rather than limiting it to those the employee actually serviced.
• Failing to provide adequate consideration when imposing the agreement mid-employment.
• Setting unreasonably long durations that invite a court to strike the provision.
• Neglecting to coordinate non-solicitation, confidentiality, and non-compete clauses, which can create internal inconsistencies.

A non-solicitation agreement is only valuable if it is enforceable when you need it. Investing in careful drafting on the front end can save substantial cost and risk later.

What to Do If You Are Facing a Non-Solicitation Dispute

If you believe a former employee is violating a non-solicitation agreement, or if you have been accused of doing so, prompt action matters. Document relevant communications, preserve evidence, and avoid making statements that could be used against you. Most importantly, consult an attorney before taking action that could affect your legal position. Whether you intend to enforce an agreement or defend against one, an early strategic assessment can significantly influence the outcome.

Why Work With Our New York City Non-Solicitation Attorneys

Non-solicitation law in New York is nuanced and fact-specific. Outcomes often turn on subtle distinctions in contract language and the particular circumstances of the employment relationship. Our attorneys bring deep familiarity with New York's controlling case law and practical experience on both sides of these disputes. We understand what New York courts look for, what arguments tend to succeed, and how to position our clients for the strongest possible result—whether at the negotiating table or in the courtroom.

We provide clear, candid advice. If an agreement is unlikely to be enforceable, we tell you. If a dispute is better resolved through negotiation than litigation, we pursue that path. Our goal is to protect your interests efficiently and effectively.

Contact a New York City Non-Solicitation Agreement Attorney

Whether you are an employer seeking to protect valuable client and employee relationships, or an individual navigating restrictive covenants in your career, our New York City attorneys are ready to help. We offer thorough analysis, strategic guidance, and aggressive advocacy tailored to your situation. Contact our office today to schedule a consultation and learn how we can protect your rights under New York law.

You can contact us by phone at 212-233-1233 or by email at [email protected].