Non-Solicitation Agreement Attorneys

Let Our Employment Attorneys Explain Non-Solicitation Agreements

If you’re changing jobs, starting a business, or attempting to maintain relationships with former clients, misunderstanding a non-solicitation agreement can lead to severe consequences.

The non-solicitation agreement attorneys at Zipin, Amster & Greenberg are ready to help you understand the most important aspects of these documents from both an employer and employee perspective.

Help with Non-Solicitation Agreements

Having the right people in the right positions is often essential to keep a business growing or to maintain an industry edge.

As a result, many companies require their staff to sign non-solicitation agreements (NSAs) to prevent the company from losing essential contacts.

Essentially, a non-solicitation agreement is a contract designed to prevent a departing employee from soliciting certain people or business entities after leaving a company. Most often, these restricted people are clients, customers, or other employees.

A well-drafted non-solicitation clause is precise and limited. It ties the restriction to actual relationships, not hypothetical ones, defines a clear timeframe, and avoids vague or sweeping language.

Thus, a well-crafted NSA is generally designed to allow someone to continue working in their field, while restricting their ability to take certain business relationships with them.

By contrast, a clause that applies to all clients, everywhere, indefinitely (or even for several years without justification) is much more likely to be struck down in court.

There are two primary forms of non-solicitation agreements: customer non-solicitation clauses and employee non-solicitation clauses.

• Customer non-solicitation clauses prohibit former employees from reaching out to clients they worked with, preventing them from taking their business.
• Employee non-solicitation clauses (sometimes called non-poaching provisions) restrict recruiting former colleagues to work for them or for the company they now work for.

These agreements are widely accepted by courts thanks to the balance they ideally strike: employees can continue earning a living, while employers protect the relationships that sustain their business.

In practice, however, these agreements may be unfair or legally unenforceable because they do not protect a legitimate business interest.

For example, the time frame may be far too long to simply prevent a company from losing essential clients or customers.

Or, an NSA may broadly restrict a person from ever being able to successfully start a competing business.

That’s why it’s important to have an experienced non-solicitation agreement attorney help you with these matters. Zipin, Amster & Greenberg have decades of experience helping clients on both sides of these agreements.

What Makes Non-Solicitation Agreements in D.C., Maryland, and Virginia Unique

The enforceability of your non-solicitation agreement may depend partly on where you live in the DMV area.

Across all three jurisdictions, however, the same principle applies: courts will enforce reasonable restrictions, but they will not rescue overreaching ones.

For example, Washington, D.C. has a law banning non-compete agreements, which can impact non-solicitation agreements.

Maryland and Virginia, by contrast, still permit non-solicitation agreements under certain conditions, but courts in both states scrutinize them carefully.

As a result, employers need to be careful when using non-solicitation agreements. It is wise to work with attorneys when drafting these agreements to make sure they can be properly enforced.”

If you need help drafting, reviewing, or challenging a non-solicitation agreement, the employment attorneys at Zipin, Amster & Greenberg are ready to help.

How Enforceable Is Your Non-Solicitation Agreement?

No matter what an employer may believe or say, a non-solicitation agreement is only valid if it is genuinely protecting a legitimate business interest without being overly broad or restricting the employee’s ability to work.

Thus, courts in D.C., Maryland, and Virginia all focus on whether an NSA is reasonable in scope, duration, and purpose. In other words, courts examine whether the restriction imposed by an NSA actually protects a legitimate business interest without unnecessarily burdening the employee.

Specifically, this typically means imposing a reasonable protection of a company’s client relationships, confidential business information, or trade secrets for a limited time.

However, establishing the protection of a legitimate interest is just one aspect of what courts evaluate. They will also determine if the agreement is as narrowly tailored as it should be, which is where many agreements fail.

For example, an NSA clause may attempt to restrict contact with every client a company has ever had, regardless of whether the employee worked with them. An overreach like this is unlikely to survive scrutiny by the courts.

Courts also consider whether the restriction effectively prevents the employee from working in their field. Again, non-solicitation agreements are narrower than non-compete agreements, but they can still be invalidated if they are designed to function as a backdoor to a non-compete clause.

Public policy considerations also come into play when deciding the enforceability of a non-solicitation agreement.

For example, the National Labor Relations Act (29 U.S.C. § 157) protects employees’ rights to engage in concerted activity that includes discussing wages or working conditions, which may impact how broadly employers restrict communication among workers.

If you’re concerned about whether or not your non-solicitation agreement can be enforced by the courts, then contact our attorneys today.

How Long Do Non-Solicitation Agreements Last?

Duration is one of the most important factors in determining the enforceability of a non-solicitation agreement.

Most enforceable non-solicitation agreements across Washington, D.C., Maryland, and Virginia fall within a range of six months to two years. Two-year restrictions are particularly common for senior employees, executives, or professionals with long-term client relationships.

But regardless of who is involved in an NSA, courts will evaluate durations in context. They may examine factors like how long it takes for client relationships to transition, how frequently clients engage with the business, or how long confidential information remains competitively valuable.

Although no federal statute sets a specific time limit, courts often rely on general principles of reasonableness informed by trade secret law and contract doctrine.

For example, the Defend Trade Secrets Act (18 U.S.C. § 1836) may indirectly support longer durations where sensitive information is involved, though it does not prescribe exact timelines.

Thus, if a restriction extends beyond what is necessary to protect the employer’s interests, courts are likely to reject it.

Our non-solicitation agreement attorneys are ready to help you fight an unreasonable NSA, or guide the drafting process to ensure your document is legally enforceable.

Can You Work for a Competitor After Signing a Non-Solicitation Agreement?

In most cases, an employee may work for a competitor after signing a non-solicitation agreement.

However, this is not a simple yes-or-no situation.

While signing a non-solicitation agreement does not necessarily prevent you from working for a competitor in Washington, D.C., Maryland, or Virginia, it does mean that you must be careful about how you transition your work.

For example, you are likely permitted to take a new job in the same industry, perform similar duties, and build new business relationships.

However, your new duties cannot involve actively taking your former employer’s clients or recruiting their employees if your agreement prohibits this conduct.

While that may seem clear, the distinction between lawful competition and prohibited solicitation is not always obvious.

To illustrate: you announce working for a new company on LinkedIn, where you work in the same position as your previous company.

This would be acceptable, so long as you don’t directly contact former clients and encourage them to move to the new company you work for.

However, your former employer may take issue with this, since it technically involves making contact (although indirectly) with former clients or customers.

There are also gray areas, such as when a former client contacts you first. In this case, your ability to work with them may depend on how the agreement was written, since some agreements prohibit any business with former clients, while others only restrict active outreach.

These nuances are where legal guidance becomes critical, as agreement violations can lead to serious consequences such as lawsuits.

Our non-solicitation agreement lawyers are ready to provide the help you need to protect your rights and legitimate business interests and help you with any other NSA concerns you may have.

What Happens If a Non-Solicitation Agreement Is Violated?

When an employer believes a non-solicitation agreement has been violated, the response often begins with a cease-and-desist letter demanding that the conduct stop immediately.

If the issue is not resolved, the employer may seek help from the courts. For example, under Federal Rule of Civil Procedure 65, courts can issue temporary restraining orders or preliminary injunctions to prevent ongoing solicitation while the case is litigated.

In addition, employers may pursue damages for lost business, unjust benefits, or unfair financial advantage.

For employees, these disputes can escalate quickly. What starts as a letter can turn into litigation in a matter of weeks or even days.

If you need help with an accusation of violating a non-solicitation agreement, turn to the experienced attorneys at Zipin, Amster & Greenberg.

Non-Solicitation Agreement Guidance for Employees

Our non-solicitation agreement lawyers have found that employees often encounter NSA issues at two key moments: before signing and after leaving a job.

Before Signing
At this stage, the focus should be on negotiation. For example, you may seek to narrow the definition of restricted clients, limit the duration, and clarify what constitutes “solicitation” in order to better position yourself later.

However, this is often difficult as you try to interpret your agreement on your own.

Our attorneys can assist you by explaining your rights and obligations and helping you understand what you can and cannot do. This can include clarifying the geographic scope, time limitations, and the people or entities you can and cannot solicit.

Additionally, we can point out which aspects of the agreement are likely enforceable by law and which may not be.

After Signing
If you’ve already signed an NSA, interpretation becomes the focus in order to establish what can actually be enforced.

For instance, we can examine the agreement for opportunities to address or limit certain obstacles it presents. Or we can identify agreements that are broader than what courts will actually enforce.

And if you received a cease-and-desist letter or are being sued, our attorneys can handle these challenging matters and work toward the best outcome possible.

Non-Solicitation Agreement Guidance for Employers

Employers face a different challenge with non-solicitation agreements: drafting a document that is strong enough to protect the business, yet reasonable enough to be enforced by the courts.

For example, while the temptation for some employers to “push the limits” of what they want to protect may be understandable from a business perspective, it often backfires.

This is because courts in D.C., Maryland, and Virginia consistently reject overly broad agreements. Worse, an invalid agreement can weaken an employer’s position across multiple cases.

That’s why it’s wise to turn to our non-solicitation agreement attorneys, who understand the importance of drafting an NSA that legally protects your business interests.

We’re ready to help you through the entire drafting process, ensuring that your NSA is legally enforceable, durable, and specific to your business.

Our decades of experience will be put to work for you by identifying what is actually enforceable, when a provision oversteps, when it is too broad, and what may be rejected or invalidated in court.

Having these and other insights at your disposal helps ensure you’ll have an agreement that can be used to legally protect your business.

Industry-Specific Considerations with Non-Solicitation Agreements

The enforceability of any non-solicitation agreement may also depend on the industry.

In healthcare, for example, patient choice is a significant factor that is protected at the state and federal levels. Thus, courts are cautious about restrictions that interfere with it.

In real estate, relationships are often cultivated on both a business and personal level. Thus, questions about who “owns” a client can be complicated.

In the IT industry, technology professionals who are interested in launching their own startup company need to be especially cautious about what their former company requires from them before signing an NSA.

And for C-suite executives, broader restrictions may be more likely to be enforced, since courts likely assume a higher level of bargaining power and access to sensitive information is often involved in their position.

If you need help with a non-solicitation agreement in healthcare, real estate, IT, restaurants, or any other industry, let the attorneys at Zipin, Amster & Greenberg provide the legal guidance you need.

Get Specific Answers About Non-Solicitation Agreements from Our Employment Lawyers

With the many intricacies involved in starting and growing a business, many companies face questions that are unique to them.

If you have specific questions about a non-solicitation agreement as an employer or as an employee, the employment lawyers at Zipin, Amster & Greenberg are ready to provide the answers.

Experienced Non-Solicitation Agreement Attorneys

Having successfully helped thousands of clients with complex employment matters, our non-solicitation agreement attorneys know how to handle every aspect involving your NSA issue.

Whether you need help examining the legality of your agreement, what to do if you received a cease-and-desist letter, or any other issue, you can trust us to help you pursue the outcome you deserve.

Contact Our Non-Solicitation Agreement Lawyers

Don’t try to understand complex legal language or take on the courts on your own.

Instead, let our non-solicitation agreement lawyers provide the insights and guidance you need.

Get started today by filling out our contact form or calling us at 301-587-9373.

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