A non-solicitation clause in Ontario is a provision in an employment contract that prohibits an employee from “poaching” or enticing away their former employer’s clients, customers, vendors, or coworkers after leaving the company.
While Ontario has strictly banned non-compete agreements for most employees, non-solicitation clauses remain completely legal. However, just because a non-solicit is written into your contract does not automatically mean it holds up in court. If your former employer is threatening you with a lawsuit for contacting old clients or hiring a former colleague, you need to understand exactly what makes these clauses enforceable.
On This Page:
- 1. Is a Non-Solicitation Clause Enforceable in Ontario?
- 2. Client Poaching vs. Employee Poaching
- 3. Fired for Refusing to Sign
- 4. Severance Offers and Non-Solicits
- 5. Review Your Contract
Is a Non-Compete Clause Legal in Ontario?
Yes, but only if it is drafted reasonably. Ontario courts view any restrictions on a former employee’s ability to work as a restraint of trade. Therefore, for an employer to legally enforce a non-solicitation clause, they must prove that the restriction is narrow, clear, and solely designed to protect their legitimate business interests.
If a non-solicitation clause is too broad, a judge will strike it down entirely. A court will evaluate your contract based on three strict rules:
1. The Time Limit (Duration)
A non-solicitation clause can’t last forever. In Ontario, a standard, enforceable non-solicit typically lasts between 6 to 12 months after your employment ends. While some courts have upheld 24-month clauses in highly specialized industries, anything longer than a year is heavily scrutinized.
2. The Scope of Clients
You can only be restricted from soliciting clients with whom you had a direct relationship. If your employer’s contract says you can’t solicit any customer of the company — even those you never met or accounts you never touched — the clause is considered too broad and will likely be thrown out.
3. The “Accepting Business” Trap
This is the most common reason non-solicits are invalidated in Ontario. Solicitation requires active pursuit. If you leave your job and a former client tracks you down on LinkedIn and asks to follow you to your new company, that is not solicitation.
Client Poaching vs. Employee Poaching
Non-solicitation agreements generally cover two distinct areas of a business. Your contract may include one or both:
| Type of Solicitation | What You Are Restricted From Doing |
|---|---|
| Client/Customer Solicitation | Reaching out to former clients or customers to offer them your new services, undercut your old employer’s pricing, or actively encourage them to cancel their existing contracts. |
| Employee Solicitation | Contacting your former coworkers to actively recruit them, offering them a job position at your new company, or encouraging them to resign from their current roles. |
Can I Be Fired for Refusing to Sign a Non-Solicitation Clause?
Yes. If you are an active employee and your employer introduces a new employment contract containing a reasonable non-solicitation clause, they can legally terminate your employment if you refuse to sign it.
However, they can’t simply fire you for free. If you are let go for refusing to sign a new contract, it is considered a termination without cause in Ontario. You are legally entitled to a full Wrongful Dismissal Payout, which can equal up to 24 months of common law severance pay.
Severance Offers and Restrictive Covenants
When companies terminate an employee, they almost always require the employee to sign a “Full and Final Release” to get their severance pay in Ontario. Read this document carefully. Employers frequently use these releases to sneak in brand-new, highly restrictive non-solicitation clauses that you never previously agreed to.
Review Your Contract with an Ontario Employment Lawyer
Never sign a severance offer or a termination release without legal advice. If your former employer is accusing you of violating a non-solicitation agreement, or if you have been fired and handed a severance package with restrictive clauses, the employment lawyers in Ontario at Samfiru Tumarkin LLP can help. We will review your contract, invalidate overly broad clauses, and negotiate the maximum severance package you are legally owed.