Contract by Ewen Roberts
Are you an employee being asked to sign a nonsolicitation agreement? Are you an employer thinking of requiring employees to sign nonsolicitation agreements in order to protect your business? An attorney can draft a nonsolicitation agreement for you, or help you understand the one in front of you, as well as negotiate the terms of the agreement with the other party to the agreement.
Non-Solicitation Agreements are Contracts
A nonsolicitation agreement is a contract. Contracts are promises. Nonsolicitation agreements are used in situations where someone, maybe an employee, will learn information of another, or of a business, but the business or employer first wants to make sure that the employee cannot use the information to solicit other employees.
For example, a person may hire a worker to perform a job. In doing the work required by the job, the worker may learn information about other people who conduct business with the person who hired the worker. This information may be contact information of customers.
In order to prevent the stealing away of other customers, for example, a nonsolicitation agreement may state that a person who is about to learn certain information promises not to use it to solicit others. A nonsolicitation agreement may say, for example, that one person agrees not to directly or indirectly, alone or on behalf of another, provide services to, call upon, solicit, sell, divert, take away, deliver to, accept business or orders, or otherwise deal with the past, present, or prospective customers of the other party to the agreement, or assist anyone else in doing so. There will likely be limits to the scope and duration of the agreement. The agreement will spell out the scope by explaining the geographical limits of the promise. The agreement will spell out the duration by explaining the length of time for which solicitation is prohibited.
Failure to Abide by the Terms of a Non-Solicitation Agreement
When a person signs a nonsolicitation agreement the person is promising to abide by the terms of that agreement. Failure to abide by the terms of that agreement results in a breach of the contract.
When a person breaches a nonsolicitation agreement, the other person is entitled to monetary or other relief, and may no longer have to fulfill their own obligations under the contract. Often times a nonsolicitation agreement will have a section explaining the remedies for breach of the agreement. By signing the nonsolicitation agreement the parties are agreeing to those remedies in the event of a breach of the agreement.
Other Common Agreements
Often times parties will agree to not to solicit (“nonsolicitation”), not to compete (“noncompetition”), and to keep information confidential (“confidentiality agreement”) all in the same agreement.