antisolicitation

Antisolicitation is the practice of restricting or preventing solicitation, particularly in the context of contracts and business relationships. It is commonly used to describe contractual or statutory measures that prohibit one party from soliciting the customers, employees, or other resources of another party.

Common forms include non-solicitation of employees, which bars recruiting or encouraging current staff to leave; non-solicitation of customers, which forbids approaching a company’s clients for business; and reverse non-solicitation in mergers and acquisitions, which restricts the buyer from soliciting the seller’s employees.

Enforceability varies by jurisdiction and context. Courts typically apply reasonableness tests, considering duration, geographic scope, and the activities restricted; the policy must protect legitimate interests such as confidential information and workforce stability. Restrictions that are too broad or aim to restrain competition may be struck down. Some contexts require consideration for contract terms, and employment settings may scrutinize the balance between protecting business interests and the employee’s freedom to seek new opportunities.

Antisolicitation is distinct from non-disclosure and non-compete provisions, as it targets solicitation behavior rather than broader competition or information protection. It is commonly negotiated in employment agreements, sale agreements, and vendor contracts. In some cases, statutory rules or case law shape its limits and enforceability, contributing to a nuanced landscape across jurisdictions.