What is a non-solicitation agreement?

A non-solicitation agreement prohibits departing employees or partners from actively recruiting the firm's clients or employees for a specified period. Unlike non-competes, which restrict where someone can work, non-solicitation agreements allow former consultants to work anywhere but prevent them from targeting specific relationships. These agreements are generally more enforceable than non-competes and directly protect a consulting firm's most valuable assets.

Key characteristics

• Prohibits active solicitation of clients and/or employees

• Typically enforceable even in states that ban non-competes

• Duration usually 12-24 months post-departure

• May distinguish between clients worked with versus all firm clients

• Does not prevent clients from independently seeking out a former consultant

• Often, more practical protection than broad non-compete provisions

Why it matters for service firms

Non-solicitation agreements protect consulting firms from the most damaging departure scenarios: senior consultants leaving and systematically recruiting their clients and team members. A departing principal who worked with 8 clients representing $1.2M revenue and solicits them could devastate a small firm. Non-solicitation provisions prevent this active raiding while allowing the individual to pursue their career. Because they're narrower than non-competes, courts enforce them more readily, making them practical tools for protection.

Real-world example

Catalyst Partners experiences a difficult partner departure. The departing partner worked with 12 clients (representing 35% of the firm's revenue) and managed 6 consultants. The partnership agreement includes a 24-month non-solicitation clause covering clients and employees. Post-departure, the partner joins a competing firm. When three clients receive calls from the former partner's new firm, Catalyst documents the solicitation and sends a cease-and-desist letter. The competitor backs off, fearing litigation. Of the 12 clients, 10 remain with Catalyst; 2 leave for unrelated reasons. The non-solicitation clause protected approximately $650,000 in annual revenue.