Non-Solicitation Agreements
Non-Solicitation Agreements: Restricting Who, Not Where
A non-solicitation clause restricts who you can contact after you leave a job — typically former clients, customers, or coworkers you might otherwise try to bring with you to a new employer or business. This is a meaningfully different restriction than a non-competition agreement, which restricts where you can work at all. For the full picture of how these clauses fit together in an executive contract, see our Executive Employment Contract Issues overview.
Why Non-Solicitation Clauses Are Usually Easier to Enforce
Because a non-solicitation agreement doesn’t stop you from working for a competitor or starting your own business — it only restricts who you can proactively reach out to — courts generally treat it as a lesser restriction on your ability to earn a living than a full non-compete. This matters a great deal in jurisdictions that heavily restrict non-competes: employers who can no longer rely on a non-compete often turn to a well-drafted non-solicitation agreement instead, and it’s frequently enforceable even in situations where a non-compete covering the same employee would not be.
Two Distinct Types: Client and Employee Non-Solicitation
Non-solicitation clauses generally come in two forms, and it’s worth understanding which one (or both) you’ve signed:
- Client or customer non-solicitation: prohibits you from soliciting business from the employer’s clients or customers after you leave, typically for some defined period. These clauses are usually strongest, and most likely to be upheld, when they’re limited to clients you actually worked with or had meaningful contact with during your employment — a clause reaching every client of the company, including ones you never interacted with, is more vulnerable to challenge.
- Employee non-solicitation: prohibits you from recruiting or hiring former coworkers to join you at a new employer or venture. These are generally treated even more favorably by courts than client non-solicitation clauses, since they don’t touch your own ability to work at all — they just limit who you can bring with you.
DC: An Unsettled Question, Not a Clear Exception
DC’s sweeping 2022 non-compete law does not explicitly mention non-solicitation agreements at all. The law defines a prohibited “non-compete provision” as one that stops an employee from performing work for pay or operating their own business — language that, on its face, doesn’t obviously reach a clause that only restricts contacting clients or coworkers.
Legislative history from the DC Council’s Committee on Labor and Workforce Development suggests non-solicitation provisions were not intended to be covered by the ban, and most employment attorneys treat non-solicitation agreements as generally still enforceable in DC on that basis. But this isn’t settled by clear statutory text or a definitive court ruling — it’s an inference from committee reports, not a guarantee. A non-solicitation clause drafted so broadly that it functionally prevents you from doing your job at all (for example, one that bars contact with virtually every potential client in an entire industry) risks being treated by a court as a disguised non-compete, subject to the same ban that applies to non-highly-compensated employees.
What this means practically
A narrowly drafted non-solicitation clause — limited to specific clients you actually worked with, or coworkers you actually knew — is on much firmer ground in DC than a sweeping one that reads more like a backdoor non-compete.
Maryland: The Same Reasonableness and Blue Pencil Rules Apply
Maryland doesn’t have a separate statute for non-solicitation clauses — they’re evaluated under the same general reasonableness framework as non-competes, and Maryland’s blue pencil doctrine applies to them the same way. This matters in practice: a Maryland court has previously refused to narrow an overly broad client non-solicitation clause because it wasn’t drafted in a way that let the court cleanly separate the clients who could be excluded from those who couldn’t — meaning an entire non-solicitation clause can fail for the same drafting problems that sink an overly broad non-compete. See our page on non-competition agreements for a full explanation of how Maryland’s blue pencil doctrine works.
The practical lesson is the same one that applies to non-competes: a non-solicitation clause limited to clients you had actual contact with, clearly defined by role and time period, is both more likely to be enforced as written and less likely to be struck down entirely if part of it is found unreasonable.
What to Look for in a Non-Solicitation Clause
- Is it limited to clients or coworkers you actually worked with, or does it reach the entire company’s client base or workforce?
- Is the time period reasonable — typically one to two years is more defensible than something longer?
- Does it clearly distinguish client non-solicitation from employee non-solicitation, or are they combined in a way that could make the whole clause harder to sever if challenged?
- Does it define “solicit” narrowly (actively reaching out) or broadly enough that it could arguably cover a former client who reaches out to you first?
Talk to a Non-Solicitation Attorney
Whether you’re evaluating a new non-solicitation clause, trying to understand one from a past employer, or facing a dispute over whether you’ve violated one, Wilkenfeld Law Office can help you understand where you actually stand.
Or call 301.245.3035 · Intake@WilkenfeldLO.com
This article provides general information and is not legal advice. Contacting us does not create an attorney-client relationship.
Reviewed by Ari Wilkenfeld, Esq. (DC Bar No. 461063; MD Bar No. 9806240300). Ari has over 27 years of experience litigating in federal and state courts, and before the U.S. Equal Employment Opportunity Commission (EEOC), the U.S. Merit Systems Protection Board (MSPB), and various arbitration panels. Ari has been recognized by Esquire Magazine as “a famously determined Civil Rights lawyer” and by the New York Post as “a high powered DC Lawyer.” Last updated: August 28, 2026.