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What is a non-solicitation agreement?

A non-solicitation agreement is a contract, usually between an employer and an employee that governs the employee’s right to solicit customers of the business after he or she leaves his or her employment. The employee must usually agree not to solicit customers for a given period of time after the employee leaves his or her current job.

The word solicit can have a broad meaning under the law. As a general rule, it means contacting customers to persuade the customer to do business with a new, different or competing firm.

Non-solicitation agreements can serve a valuable purposes for many businesses. As an example, many businesses spend time, money and resources to build their customer base and customer list, and they invest substantial assets to keep their customer list confidential. Such employers may wish to prevent employees from gaining access to the customer list, quitting their jobs, and then soliciting those customers on behalf of a new or competing business.

Non-solicitation agreements are not always enforceable, however.  In Florida, a non-solicitation agreement must generally satisfy two two tests.

First, the employer must have a legitimate business interest in enforcing the non-solicitation agreement. Typical examples might include protecting existing customer relationships or protecting business trade secrets or confidential information.

Second, the non-solicitation agreement must be reasonable in duration and scope. Duration means the amount of time that it covers, i.e., one year, five years, etc. Scope means the geographic area that it covers, i.e., the city, the county, the whole state, etc.

Whether a given non-solicitation agreement passes this two-part test will depend on the specific facts and circumstance of the business and industry.

If you believe you have a dispute regarding a non-solicitation agreement, contact one of our attorneys.

Please Note: McCabe Rabin, P.A. provides these FAQ’s for informational purposes only, and you should not interpret this information as legal advice. If you want advice as to how the law might apply to the specific facts and circumstances of your case, please contact one of our attorneys.

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