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What Is a Non-Solicitation Clause?
The non solicitation meaning is centered on protecting a company’s proprietary interests — specifically its relationships. When you sign a non solicitation agreement, you are promising that for a set duration after your employment ends, you will not:
- Solicit or “pull away” current clients or customers of your former employer.
- Recruit or hire your former coworkers to join a new venture.
- Use confidential client lists to gain an unfair advantage.
Are Non-Solicitation Agreements Enforceable in Alberta?
Yes, but they are not automatically valid. In Alberta, the courts view any “restraint of trade” with suspicion. For a non-solicitation clause Alberta to be upheld, the employer must prove that the restriction is necessary to protect a legitimate business interest and that it is not overly broad.
Non-Solicitation vs. Non-Compete
It is critical to understand the difference between these two restrictive covenants:
- Non-Compete: Prevents you from working for a competitor or starting a similar business in a specific geographic area. These are rarely enforceable in Alberta for most employees.
- Non-Solicit: Allows you to work for a competitor, but stops you from taking your former employer’s clients with you. These are much more likely to be enforced by Alberta courts because they are seen as less restrictive to an individual’s ability to earn a living.
What Makes a Clause “Reasonable”?
To be enforceable in Alberta, a non-solicit must be reasonable in three specific areas:
- Temporal Scope: How long does it last? (e.g., 6 to 12 months is often considered reasonable; 5 years is likely not).
- Geographic Scope: Does it cover a specific city or the entire province?
- Activity Scope: Does it only cover clients you personally worked with, or every client the company has ever had? (Narrower is better).
Non-Solicitation Clause Example
A standard non solicitation clause example might look like this:
“For a period of twelve (12) months following the termination of employment, the Employee shall not, directly or indirectly, solicit or attempt to solicit any customer of the Company with whom the Employee had direct contact during the last two years of their employment.”
Fired For Refusing to Sign?
If you are already working and your employer pressures you to sign a new non-solicitation agreement without offering you anything in return (like a raise or a bonus), the agreement may be invalid due to a lack of “consideration.”
If you are threatened with termination for refusing to sign a new, restrictive contract, you may be facing constructive dismissal and could be entitled to full severance pay in Alberta — as much as 24 months’ pay.
Threatened with a Lawsuit?
If your former employer is accusing you of violating a non-solicit, or if you are being asked to sign one as part of a new job offer, don’t wait. The Alberta employment law team at Samfiru Tumarkin LLP can review your contract and provide the clarity you need to move forward.