Non-solicitation clause (UK): what it stops you doing

A non-solicitation clause stops you, for a set period after a contract ends, from approaching the customers, suppliers or staff you dealt with and trying to take them with you. Unlike a non-compete, it does not stop you working in the field. It stops you actively poaching the relationships the business paid you to build.

In the UK it is a type of restrictive covenant, and like all of them it only binds you if it is reasonable.

Key Takeaways

• A non-solicitation restricts active approaches to clients, suppliers or colleagues, not your right to work.
• It is narrower than a non-compete, so courts are generally more willing to enforce it.
• Clients who come to you on their own are usually fine, unless the contract also has a stricter non-dealing clause.
• It must protect a real business connection and go no wider than necessary, or it is void as a restraint of trade.

What does a non-solicitation clause do?

A non-solicitation clause typically restricts three things after you leave:

• Clients and customers: you cannot approach them to move their business to you or your new employer.
• Suppliers: you cannot try to divert supplier relationships.
• Staff: you cannot poach former colleagues (this part is sometimes called a non-poaching clause).

The key word is usually "solicit" or "entice", which means an active approach from you. A pure non-solicitation clause does not, by itself, stop a client who decides to follow you of their own accord. A separate non-dealing clause goes further, banning you from dealing with those clients at all, even if they made the first move. Non-dealing clauses are harder for a business to justify. Where a contract also relies on a confidentiality clause to protect client data, the two often work together.

What a non-solicitation clause means for you

If your contract has a non-solicitation clause, you can normally still take your next role or set up on your own. What you cannot do is send "I have moved, come with me" messages to the client list you built up, or quietly recruit your old team.

The realistic risk is highest where you had close, personal relationships with specific clients. That is exactly the connection the clause is designed to protect, and the situation a court is most likely to back the business on.

Take a hypothetical: you leave an agency and a client you personally ran for two years emails to say they want to keep working with you. If your clause only bans active solicitation, replying is usually fine, because they approached you. If it is a non-dealing clause, even that reply could breach it. The wording, not your good intentions, decides which side of the line you are on. The same covenant family is unpacked in more depth in our guide to restrictive covenants in employment contracts.

Is a non-solicitation clause enforceable in the UK?

Often, yes, more readily than a non-compete. Non-solicitation clauses are governed by the same common-law doctrine of restraint of trade. The clause is void unless the business shows it:

1. Protects a legitimate interest, most often the client and supplier connections you had access to, and
2. Goes no wider than reasonably necessary in who it covers and how long it lasts.

The leading case, Tillman v Egon Zehnder Ltd [2019] UKSC 32, confirms that a court will not rewrite an unreasonable covenant, but can delete offending words if what remains still works.

Because a non-solicitation clause only limits active poaching rather than banning you from the market, courts usually see it as more reasonable than a full non-compete. A clause limited to clients you actually dealt with, for a sensible period, stands a good chance of being upheld. There is no statutory cap on how long it can run, so the reasonableness test does all the work.

Non-solicitation clause: a reasonable version vs an aggressive one

What to push back on before you sign

• Limit it to your clients. Ask that it only cover customers and suppliers you actually dealt with in, say, your last 12 months.
• Watch for "non-dealing". If the clause bans you from dealing with clients who approach you, push to soften it to solicitation only.
• Check the staff restriction. A ban on poaching senior colleagues you worked with is reasonable. A ban on speaking to anyone who ever worked there is not.
• Keep the period sensible. Six to twelve months is normal. Longer needs a strong reason.

Not sure whether a clause is a standard non-solicitation or a much stricter non-dealing restriction? Upload the contract to Ookulli and it will flag which one you are actually being asked to sign, and show you the UK law behind the call.

This page is general information, not legal advice. The restraint of trade rules described here are English law, and apply in England and Wales; Scotland and Northern Ireland take their own approach. For a high-value or complex situation, speak to a qualified solicitor.