New York Non-Solicitation Agreement Attorneys

Non-solicitation agreements are contractual provisions that restrict current or former employees, executives, or independent contractors from soliciting a company’s clients, customers, or workforce for a defined period after their relationship with the business ends. These agreements are most commonly used when an individual had access to sensitive client information, pricing data, proprietary strategies, or played a significant role in developing customer relationships.

The most frequent scenario involves an employee leaving to join a competitor or start a competing business and then contacting former clients to move their business elsewhere. Non-solicitation provisions are also commonly used to prevent former employees from recruiting coworkers or using insider knowledge to disrupt business operations.

Typical restrictions may prohibit an individual from:

• Soliciting or servicing former clients or customers
• Recruiting or inducing current employees to leave
• Using confidential client lists, pricing data, or business information to interfere with existing relationships
• Causing solicitation through a third party acting on their behalf

Non-solicitation agreements play a vital role in protecting a company’s stability and long-term value. When key employees leave with insider access, the business risks more than just talent loss.

Well-drafted non-solicitation agreements help prevent:

• Loss of recurring revenue due to client poaching
• Disruption of sales teams and continuity with key accounts
• Damage to goodwill and long-standing customer relationships
• Competitive harm when former employees leverage confidential data or insider access
• Workforce instability caused by coordinated employee departures

For many New York businesses, non-solicitation agreements are a targeted, enforceable alternative to broader non-compete restrictions.

New York courts will enforce non-solicitation agreements when they are reasonable in scope, duration, and geographic reach, and when they protect legitimate business interests rather than restrict fair competition.

Courts are more likely to uphold agreements that are designed to:

• Safeguard proprietary client lists and confidential information
• Protect established client relationships developed during employment
• Maintain workforce stability and prevent unfair competitive practices

Overly broad or punitive restrictions may be narrowed or invalidated by the court, making precise drafting and legal review essential.

Pardalis & Nohavicka provides comprehensive legal support for non-solicitation matters, including:

Drafting and Reviewing Agreements

• Drafting enforceable non-solicitation clauses aligned with New York law
• Reviewing existing agreements to assess enforceability, risk, and compliance

Enforcement and Litigation

• Representing employers seeking injunctive relief or monetary damages
• Addressing violations involving client poaching, employee raids, or misuse of company data
• Pursuing claims involving third-party solicitation conducted on a former employee’s behalf

Defense Against Overbroad Restrictions

• Advocating for employees and executives facing unreasonable non-solicitation clauses
• Challenging restrictions that improperly limit lawful competition or employment
• Negotiating modifications or waivers to reach fair, enforceable outcomes

Negotiating Exit and Separation Agreements

• Advising on separation terms that address solicitation restrictions
• Drafting settlement and exit agreements that balance business protection with individual rights

Our attorneys also represent clients in disputes involving:

• Non-Compete Agreements – Restrictions on competing in the same industry or geographic area
• Non-Disclosure Agreements (NDAs) – Protection of confidential business information and trade secrets
• Fiduciary Duty Claims – Misuse of insider knowledge, customer data, or breaches of trust

Can a non-solicitation agreement apply nationwide?

Yes, but only if the scope is reasonable and tied to legitimate business interests. Courts will closely examine nationwide restrictions and may limit them if they are broader than necessary.

What counts as “solicitation” under New York law?

Solicitation generally includes actively contacting clients, customers, or employees to encourage them to move their business or employment. This can include direct outreach, targeted communications, or coordinated efforts to divert relationships.

Can social media contact violate a non-solicitation agreement?

It can. Direct messages, targeted outreach, or posts intended to lure specific clients or employees may constitute solicitation, depending on the agreement’s language and the facts involved.

What happens if a client contacts me first?

This depends on the agreement. Some non-solicitation clauses prohibit accepting business from former clients regardless of who initiated contact, while others only restrict active solicitation.

Do non-solicitation agreements apply to independent contractors?

Yes. Contractors or consultants can be bound by non-solicitation provisions if they had access to confidential information or client relationships.

What if a third party solicits clients or employees on my behalf?

Many agreements prohibit indirect solicitation. Using another person or business to solicit clients or employees may still violate the agreement.

What legal remedies are available for a violation?

Employers may seek injunctive relief, monetary damages, and recovery of legal fees. Employees may challenge unreasonable restrictions or seek judicial modification.