Non Solicitation Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Solicitation Agreement

"I need a Non Solicitation Agreement to prevent a departing senior sales manager from poaching our key clients and team members for 12 months after they leave our technology consulting firm in March 2025."

Document background
A Non Solicitation Agreement is commonly used in business relationships where one party has access to valuable relationships with employees, customers, or suppliers. Under English and Welsh law, these agreements must be carefully drafted to ensure enforceability, with reasonable restrictions in terms of duration and scope. The agreement typically follows termination of employment, business partnerships, or other commercial relationships where protection of business relationships is crucial. It should be distinguished from non-compete agreements, though they may contain similar elements.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the restrictions

3. Definitions: Key terms used throughout the agreement, including 'Restricted Business', 'Restricted Period', 'Restricted Territory', etc.

4. Non-Solicitation Obligations: Core restrictions regarding solicitation of employees, customers, and suppliers

5. Duration: Time period for which restrictions apply

6. Geographic Scope: Territorial limits of the restrictions

7. Consideration: The value or benefit provided in exchange for the restrictions

8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and courts having jurisdiction

Optional Sections

1. Confidentiality Provisions: Additional provisions regarding confidential information - use when confidential information will be shared between parties

2. Non-Compete Provisions: Additional restrictions on competing activities - use when broader protection against competition is required

3. Garden Leave: Provisions for paid leave during notice period - use when agreement is part of employment relationship

4. Severability: Provisions for survival of agreement if parts are found unenforceable - use when agreement contains multiple separate restrictions

Suggested Schedules

1. Schedule of Restricted Customers: List of specific customers covered by non-solicitation provisions

2. Schedule of Restricted Employees: List of key employees covered by non-solicitation provisions

3. Schedule of Restricted Territory: Detailed definition of geographic areas covered by restrictions

4. Schedule of Restricted Business Activities: Detailed description of business activities covered by restrictions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Competition Act 1998: Primary UK legislation governing competition law, relevant for ensuring non-solicitation provisions do not create anti-competitive effects in the market

Enterprise Act 2002: Supplements competition law framework and provides for enforcement of competition law in the UK

Article 101 TFEU: European Union competition law provision, still relevant post-Brexit for agreements affecting EU trade

Employment Rights Act 1996: Key employment legislation that provides the framework for employment relationships and rights in the UK

Common Law - Restraint of Trade: Legal doctrine requiring that restrictive covenants must be reasonable in scope, duration, and geographical area

Trade Union and Labour Relations (Consolidation) Act 1992: Legislation governing labor relations and collective rights, relevant for workplace solicitation aspects

Unfair Contract Terms Act 1977: Controls the use of unfair terms in contracts and sets limits on what contractual terms can be enforced

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract, relevant for non-solicitation provisions affecting third parties

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, supplementing the UK GDPR

Privacy and Electronic Communications Regulations 2003: Regulations governing electronic communications and relevant for digital aspects of non-solicitation

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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