A non-solicitation clause in Canada is a contractual restriction that can prevent an employee from actively pursuing certain clients, customers or coworkers after leaving a job.
Non-solicitation clauses can be enforceable, but signing one does not automatically make it valid. The restriction must be clear, reasonable and connected to a legitimate business interest the employer is entitled to protect.
A non-solicit also does not usually stop you from working for a competitor. If you’re changing jobs, starting a business or dealing with former clients, don’t give up an opportunity simply because your contract contains restrictive language. Have the wording reviewed first.
On This Page:
- 1. How Non-Solicitation Clauses Work
- 2. When a Non-Solicit Is Enforceable
- 3. What Counts as Solicitation?
- 4. Non-Solicitation vs. Non-Compete
- 5. What Happens If You Breach It?
- 6. Before You Sign or Leave a Job
- 7. FAQs
How Does a Non-Solicitation Clause Work?
A non-solicitation clause restricts particular contact or conduct after employment rather than preventing you from working altogether.
Depending on the contract, it can restrict you from actively pursuing:
- Former clients or customers
- Prospective customers you dealt with at the company
- Business partners or vendors
- Former coworkers or other employees
For example, a clause might prohibit you from leaving your employer and then calling clients you serviced to ask them to move their business to your new company.
Another clause might stop you from actively recruiting former colleagues to join you at a competitor.
These restrictions are often included in employment contracts, particularly for employees who develop important client relationships or have access to valuable business information.
Are Non-Solicitation Clauses Enforceable in Canada?
Yes, a non-solicitation clause can be enforceable in Canada, but only if the restriction is sufficiently clear and reasonable.
Courts scrutinize post-employment restrictions because they affect what an employee can do after leaving a job. A former employer cannot simply write an extremely broad clause and assume a court will enforce it.
Important questions include:
- Who is protected? Does the clause apply to clients you actually worked with, or everyone who ever did business with the company?
- What conduct is prohibited? Does it clearly restrict solicitation, or is the wording so broad that it effectively prevents ordinary competition?
- How long does it last? The duration must be reasonable for the interest being protected.
- What is the employer protecting? The employer needs a legitimate business interest, such as important customer relationships or workforce stability.
- Is the restriction broader than necessary? A clause that catches people or conduct unrelated to the employee’s role can be harder to enforce.
How long can a non-solicitation clause last?
There is no single Canada-wide maximum for a non-solicitation clause.
The duration must be reasonable in the circumstances. A longer restriction becomes more difficult to justify if the employer cannot show why it needs protection for that length of time.
Don’t assume a clause is valid simply because it lasts six, 12 or 24 months. There is no automatic safe period.
What Counts as Solicitation?
Solicitation usually means actively pursuing or encouraging a former employer’s client, customer or employee to move their business or relationship to you.
Clear examples can include:
- Calling former clients to offer competing services
- Emailing customers and asking them to move their accounts
- Directly encouraging a former coworker to leave and join your new company
- Using a former employer’s customer list to target its clients
What if a former client contacts you first?
A client contacting you first is not necessarily the same as you soliciting that client, but the wording of your agreement matters.
Some agreements restrict only active solicitation. Others are drafted more broadly and may attempt to restrict accepting business from certain customers as well.
That distinction can be crucial. Don’t assume you must refuse a former client’s business, but don’t assume every incoming inquiry is automatically safe either.
Is a LinkedIn announcement solicitation?
A general announcement that you have changed jobs is not automatically solicitation.
The issue becomes more complicated if the communication specifically targets former customers, encourages them to move their business or forms part of a broader effort to pursue them.
Context and the wording of the clause matter.
Non-Solicitation vs. Non-Compete Clauses
A non-solicitation clause restricts who you can actively pursue, while a non-compete clause tries to restrict whether you can compete at all.
The difference is important:
- Non-solicitation: “You can work for a competitor, but you can’t actively pursue certain former clients.”
- Non-compete: “You can’t work for a competing business or operate a competing business for a period after leaving.”
Because a non-solicitation restriction is narrower, courts can be more willing to enforce a reasonable non-solicit than a broad prohibition on competing.
Learn more about non-compete clauses in Canada.
What about Ontario’s ban on non-competes?
Ontario’s statutory ban on most employee non-compete agreements does not ban ordinary non-solicitation agreements.
An Ontario non-solicit can therefore still be legally valid, although employees can challenge restrictions that are unclear or unreasonable.
If you work in Ontario, read our provincial guide to non-solicitation clauses in Ontario.
What Happens If You Breach a Non-Solicitation Clause?
A former employer can take legal action if it has an enforceable non-solicitation clause and can show that you breached it.
Depending on the situation, the employer could seek:
- A demand that you stop the alleged solicitation
- An injunction asking a court to stop certain conduct
- Damages for financial losses caused by the breach
- Other remedies available under the contract or applicable law
But an employer does not win simply by pointing to the clause. It still has to establish that the restriction is legally enforceable and that your conduct actually violated it.
If you receive a cease-and-desist letter or court materials, speak with a non-solicitation lawyer promptly.
What if the clause is unenforceable?
If a non-solicitation clause is legally unenforceable, your former employer cannot successfully rely on that clause merely because you signed it.
Other obligations can still apply. Confidentiality duties, fiduciary duties or separate contractual provisions may restrict what information you can use and what conduct is permitted after leaving.
If your former employer alleges you violated the agreement, see our guide to a breach of employment contract.
What Should You Do Before Signing or Leaving a Job?
Review a non-solicitation clause before it limits a job opportunity, client relationship or business plan.
If you haven’t signed yet
Pay particular attention to:
- Which clients, customers and employees are covered
- Whether the clause includes people you never worked with
- How solicitation is defined
- Whether accepting unsolicited business is restricted
- How long the restriction lasts
- Whether the agreement also contains a non-compete or confidentiality clause
A restrictive clause is much easier to negotiate before you sign. Our employment contract review guide explains what else employees should check before accepting an agreement.
If your current employer gives you a new contract
Don’t sign a new non-solicitation restriction simply because your employer says everyone must sign it.
A new contract can change rights you already have and introduce restrictions that did not previously apply. The circumstances surrounding a new agreement, including what you receive in exchange for accepting new terms, can affect its enforceability.
Read what to do if your employer asks you to sign a new employment contract.
If you’re about to leave
Review the restriction before contacting clients, recruiting coworkers or announcing a competing business.
You should also avoid taking customer lists, confidential files or other employer information with you. A dispute about solicitation can become much more serious when confidential information is involved.
Non-Solicitation Clause FAQs
Can a non-solicitation clause stop me from working for a competitor?
Usually not. A true non-solicitation clause normally restricts particular contact with clients, customers or employees rather than preventing you from accepting competing employment.
If the wording effectively stops you from working for competitors at all, it should be reviewed as a possible non-compete restriction.
Can I contact former clients after I leave?
It depends on what your enforceable contract actually prohibits. Directly approaching a former client for competing business is the type of conduct a non-solicitation clause commonly targets.
Can former clients follow me to my new company?
Potentially. A client’s independent decision to contact you can be different from actively soliciting that client. However, some contracts use broader language, so have the provision reviewed before accepting the business.
Can I hire a former coworker?
Possibly. Some non-solicitation clauses restrict recruiting employees as well as clients. Whether hiring a former colleague breaches the agreement depends on its wording and what happened before the person left.
Does getting fired cancel my non-solicitation clause?
Not automatically. Whether a post-employment restriction remains enforceable after termination can depend on the contract and the circumstances in which your employment ended. Have the clause reviewed rather than assuming either that it survives or that it disappears.
Get Advice About a Non-Solicitation Clause
A non-solicitation clause can affect your next job, your ability to start a business and valuable relationships with clients or colleagues. But the employer’s interpretation of the agreement is not necessarily the legal answer.
If you are considering a new opportunity, an employment contract review can help you understand the restriction before you make a move.
If a current or former employer is already threatening enforcement, the non-solicitation lawyers at Samfiru Tumarkin LLP can assess the clause, explain what you can safely do and respond to allegations that you breached the agreement.
Where the agreement also attempts to stop you from competing altogether, our non-compete lawyers can review the full restrictive-covenant package.