Business
Non solicitation agreement Format & Template
Non solicitation agreement is a guided template for recording relevant details and terms in writing. Review the document-specific execution and legal requirements before relying on a final PDF.
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- Policy scope and applicability
- Risk and compliance sections
- Governance and enforcement clauses
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About this Non solicitation agreement
A non-solicitation agreement is used to prevent a departing employee, consultant, founder, distributor, or business partner from approaching a company's clients, employees, or suppliers for a competing or harmful purpose. In India, businesses often rely on this type of document when a person has built strong access to customer relationships, internal teams, pricing strategies, or vendor networks during the course of an engagement.
Unlike a broad non-compete, a non-solicitation clause is generally framed more narrowly around active poaching or diversion. That makes it a practical tool for companies that want to protect goodwill without overreaching. It is commonly seen in employment arrangements, consultancy contracts, founder exit documents, sales roles, channel partnerships, and settlement arrangements where the company wants a clear post-exit restraint focused on relationships rather than a blanket ban on earning a livelihood.
The document usually describes what conduct is restricted, which relationships are protected, the geographic or business scope if relevant, and the time period for the restriction. Good drafting matters because Indian courts tend to closely examine post-termination restraints. Businesses therefore usually aim for reasonableness, precision, and a legitimate business justification linked to confidential information, trade connections, or workforce stability.
In practical terms, a non-solicitation agreement can reduce disruption after key exits and give management a concrete basis to respond if clients are targeted or staff are induced to leave in a coordinated manner. It also signals expectations early, which is often valuable in founder-led, service-oriented, or relationship-heavy businesses where a few personal connections can materially affect revenue.
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- 1. Answer the guided questions.
- 2. Review the watermarked draft.
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Advantages of using this non solicitation agreement
- Helps protect client relationships, employee stability, and supplier networks
- Targets specific harmful conduct instead of imposing a broad trading ban
- Useful in employment, consultancy, partnership, and exit scenarios
- Supports enforcement where confidential information and goodwill are at risk
- Creates clarity on duration, scope, and restricted communications
- Can deter poaching and diversion before disputes escalate
What this document covers
- Identify the protected company and the restricted individual or entity
- Describe the protected relationships, such as clients, prospective clients, employees, consultants, or suppliers
- Define what counts as solicitation, inducement, diversion, or interference
- Set a reasonable restriction period and any limited scope linked to the business or territory
- Tie the restriction to legitimate interests such as goodwill, confidential information, and workforce continuity
- Include confidentiality, non-disparagement, and return of company property provisions if relevant
- Specify remedies, including injunctive relief, indemnity language where appropriate, and dispute resolution terms
Applicable laws
The enforceability of a non-solicitation agreement in India is generally assessed under the Indian Contract Act, 1872, especially the principles relating to restraint of trade and reasonableness in commercial arrangements. Courts are often more receptive to narrowly tailored protections of confidential information, customer connections, and employee relationships than to sweeping post-termination non-compete restrictions. Where the agreement sits inside an employment structure, broader labour and service law considerations may also shape how the clause is interpreted. As an execution formality, this agreement is usually signed as a contract on suitable stamp paper or through e-stamping based on the applicable state requirements. Registration is not normally required, and notarisation is optional unless the parties want additional evidentiary support.
This document is strongest when the protected relationships and restriction period are specific and commercially justified rather than generic or excessive.
Frequently asked questions
What is a Non solicitation agreement used for?
A non-solicitation agreement is used to prevent a departing employee, consultant, founder, distributor, or business partner from approaching a company's clients, employees, or suppliers for a competing or harmful purpose. In India, businesses often rely on this type of document when a person has built strong access to customer relationships, internal teams, pricing strategies, or vendor networks during the course of an engagement.
What does a Non solicitation agreement typically cover?
A Non solicitation agreement typically covers Identify the protected company and the restricted individual or entity, Describe the protected relationships, such as clients, prospective clients, employees, consultants, or suppliers, Define what counts as solicitation, inducement, diversion, or interference, Set a reasonable restriction period and any limited scope linked to the business or territory, Tie the restriction to legitimate interests such as goodwill, confidential information, and workforce continuity, Include confidentiality, non-disparagement, and return of company property provisions if relevant, and Specify remedies, including injunctive relief, indemnity language where appropriate, and dispute resolution terms.
What formalities apply to a Non solicitation agreement?
The enforceability of a non-solicitation agreement in India is generally assessed under the Indian Contract Act, 1872, especially the principles relating to restraint of trade and reasonableness in commercial arrangements. Courts are often more receptive to narrowly tailored protections of confidential information, customer connections, and employee relationships than to sweeping post-termination non-compete restrictions. Where the agreement sits inside an employment structure, broader labour and service law considerations may also shape how the clause is interpreted. As an execution formality, this agreement is usually signed as a contract on suitable stamp paper or through e-stamping based on the applicable state requirements. Registration is not normally required, and notarisation is optional unless the parties want additional evidentiary support.
How long does a Non solicitation agreement take to complete?
The guided draft is estimated to take Time varies. Allow additional time to review the completed document and confirm any execution formalities.