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Letter Of Non Solicitation Template for United States

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Key Requirements PROMPT example:

Letter Of Non Solicitation

"Need a Letter of Non-Solicitation for our departing Sales Director to prevent them from poaching our key account managers and enterprise clients for 12 months after their departure date of March 1, 2025."

What is a Letter Of Non Solicitation?

A Letter of Non-Solicitation serves as a crucial business protection tool in the United States, commonly used when employees leave a company or during business partnerships. This document explicitly prohibits the recipient from approaching or soliciting specific relationships (such as employees, customers, or clients) for a defined period and within a specified geographic area. The enforceability of these letters varies significantly by state, requiring careful consideration of local laws and precedents. The Letter of Non-Solicitation typically includes specific details about protected relationships, duration of restrictions, and geographical limitations, while ensuring compliance with both federal and state-specific requirements for such agreements.

What sections should be included in a Letter Of Non Solicitation?

1. Date and Recipient Details: Full name, address, and position of the recipient

2. Purpose Statement: Clear statement of the letter's purpose and context

3. Scope of Non-Solicitation: Specific description of prohibited activities and protected relationships

4. Duration: Time period for which the non-solicitation obligation applies

5. Geographic Scope: Territorial limitations of the non-solicitation obligation

6. Acknowledgment: Recipient's acknowledgment of understanding and agreement

What sections are optional to include in a Letter Of Non Solicitation?

1. Consideration: Details of any consideration provided in exchange for the non-solicitation obligation

2. Confidentiality Reference: Reference to any existing confidentiality obligations or agreements

3. Remedies: Specific remedies available in case of breach of non-solicitation obligations

What schedules should be included in a Letter Of Non Solicitation?

1. List of Protected Relationships: Detailed list of specific clients, employees, or business relationships covered by the non-solicitation obligation

2. Acknowledgment Form: Separate signature page for recipient's acknowledgment and acceptance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses















Industries

Federal Trade Commission Act: Federal legislation governing unfair competition and trade practices, including compliance with antitrust laws for non-solicitation agreements

State-Specific Non-Solicitation Laws: Various state laws that regulate non-solicitation agreements, with significant variations in restrictions (e.g., California's strict limitations) and requirements for duration and geographic scope

National Labor Relations Act: Federal labor law that protects employees' rights and must be considered when drafting non-solicitation agreements to ensure compliance with worker protection standards

State Employment Laws: State-specific employment regulations that may affect the terms and enforcement of non-solicitation agreements

Contract Law Principles: Fundamental legal principles including consideration requirements, reasonableness standards, and enforceability requirements that must be met for valid contracts

Court Precedents: Relevant case law and judicial decisions that establish standards for non-solicitation agreements, including reasonable scope and duration requirements and blue pencil doctrine application

Legitimate Business Interest: Legal requirement to demonstrate valid business reasons for implementing non-solicitation restrictions

Time Limitations: Requirements for reasonable time restrictions in non-solicitation agreements that courts will enforce

Geographic Scope: Territorial limitations that must be reasonable and specific to the business interests being protected

Protected Relationships Definition: Clear identification and definition of which business relationships (clients, employees, vendors) are covered by the non-solicitation agreement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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