Non-Solicitation Clause in UK Contracts: What It Means & Example Wording

When to Include a Non-Solicitation Clause

• When an employee has direct, personal relationships with key clients or accounts and could realistically take that business with them
• When protecting against the poaching of trained staff, particularly in industries where recruitment is costly
• When a senior salesperson or account manager has detailed knowledge of client needs, pricing, and contract renewal dates

Example Wording

This example wording is illustrative only. Customise it to your specific circumstances and consider seeking legal advice.

Is a Non-Solicitation Clause Enforceable in the UK?

Non-solicitation clauses are generally viewed more favourably by UK courts than non-compete clauses because they are narrower in scope — they do not prevent someone from earning a living, only from targeting specific relationships. However, they must still protect a legitimate business interest and be reasonable in duration. A clause restricting solicitation of clients the employee never dealt with is likely to be struck down. The clause should be limited to clients with whom the employee had material contact during a defined period before departure.

Common Mistakes

• Failing to limit the clause to clients the employee actually dealt with — a blanket restriction covering all company clients is likely unenforceable
• Not defining what 'solicitation' means — passive acceptance of business from a former client who approaches the employee is generally not solicitation
• Confusing non-solicitation with non-dealing — a non-solicitation clause only prevents active targeting, whereas a non-dealing clause prevents any business with named clients regardless of who initiated contact