Non-Solicitation Clauses in Employment Contracts (Ontario)

A non-solicitation clause is a provision in an employment contract that restricts what an employee can do after leaving a job — usually by limiting their ability to contact certain people connected to their former employer.

In Ontario, non-solicitation clauses are not automatically enforceable. Whether they can be enforced depends on how narrowly they are written and how they are used.

What Is a Non-Solicitation Clause?

A non-solicitation clause is a contractual term that prohibits a former employee from soliciting:

• Clients or customers
• Other employees
• Business contacts or suppliers

for a defined period of time after their employment ends.

These clauses are one type of employment contract term in Ontario, different from non-compete clauses. A non-solicitation clause does not usually prevent someone from working for a competitor — it limits who they can contact.

What Does “Non-Solicitation” Mean?

To solicit generally means to actively seek out, encourage, or persuade someone to move their business or employment.

In an employment context, “non-solicitation” usually means:

• You can’t actively contact former clients to move their business
• You can’t recruit former coworkers
• You can’t target relationships developed during employment

Simply working for a competitor is often not solicitation on its own.

Are Non-Solicitation Clauses Enforceable in Ontario?

Sometimes — but only if they are reasonable.

Ontario courts will only enforce a non-solicitation clause if it is:

• Clearly written
• Reasonably limited in time, geography, and scope
• Designed to protect a legitimate business interest

What Makes a Non-Solicitation Clause Unenforceable?

Non-solicitation clauses commonly fail when they are:

• Too broad in who can’t be contacted
• Too long in duration
• Vague or unclear
• Applied to employees who had no meaningful client relationships
• Used as a substitute for an unenforceable non-compete clause

Courts in Ontario will not rewrite an unreasonable clause to make it fair. If it goes too far, it may fail entirely.

How Long Can a Non-Solicitation Clause Last?

There is no automatic time limit under Ontario law, but shorter durations are more likely to be enforceable.

Common time frames include:

• 3 months
• 6 months
• 12 months

Non-Solicitation vs. Non-Compete Clauses

It’s important not to confuse the two.

• A non-solicitation clause restricts contacting certain people
• A non-compete clause in Ontario restricts working in a competing business

Ontario courts are far more willing to enforce non-solicitation clauses than non-compete clauses — but only when they are properly limited.

Do Non-Solicitation Clauses Apply After Termination?

Yes — non-solicitation clauses are typically intended to apply after employment ends, including after termination without cause.

However, enforceability can be affected by:

• How the employment ended
• Whether the clause complies with Ontario law
• Whether the employee actually had access to protected relationships

Post-employment restrictions are often raised alongside termination clauses in Ontario, particularly when an employee is dismissed or resigns to join a competitor.

When Should a Non-Solicitation Clause Be Reviewed?

A non-solicitation clause should be reviewed:

• Before signing an employment contract
• Before resigning to join a competitor
• After termination, if restrictions are raised
• When a clause is being used to limit future work

Get Advice About a Non-Solicitation Clause in Ontario

Non-solicitation clauses can affect where you work, who you can contact, and how you build your career after leaving a job.

Before assuming a clause is enforceable — or assuming it is not — it’s important to understand how Ontario employment law applies to your situation.

Speaking with an employment contract lawyer in Ontario at Samfiru Tumarkin LLP can help clarify whether a non-solicitation clause is enforceable and what your rights are after employment ends.