An employer worried about a departing employee usually fears one of two things: the customers leaving, or colleagues following. Non-solicitation clauses address each directly and face a lower hurdle than a non-compete, because they restrict conduct rather than employment.
Customer non-solicitation. Most defensible when limited to customers the employee actually dealt with or learned confidential information about, during a defined recent period, for a duration matched to how long the relationship or information stays current. A clause covering every customer of the business, including those the employee never knew existed, invites the same overbreadth analysis a non-compete faces.
The solicitation/acceptance distinction. Some clauses prohibit soliciting; others also prohibit accepting business from a covered customer who approaches unprompted. The second is broader, closer in effect to a non-compete, and less reliably enforced. Drafting should be deliberate about which is intended.
Employee non-solicitation. Restricting recruitment of former colleagues. Generally enforceable when reasonable in scope and duration, though some jurisdictions scrutinise agreements that restrict worker mobility more closely than they once did.
Practical point. Pair either with a well-drawn confidentiality clause. The information is usually the real asset, and a confidentiality obligation does not depend on a court’s view of reasonable duration and geography.