A non-solicitation clause is a common term in employment contracts across Canada. It restricts employees from contacting or attempting to take a company’s clients, customers, or staff after leaving their job.
These clauses are designed to protect an employer’s relationships and business interests. However, they must be reasonable and carefully written to be enforceable.
If you’ve been asked to sign an employment contract containing a non-solicitation clause — or you’re worried about violating one after leaving a job — it’s important to understand your legal rights.
What Is a Non-Solicitation Clause?
A non-solicitation clause is a contractual restriction that prevents an employee from actively pursuing certain business relationships after leaving their employer.
Most non-solicitation clauses prohibit former employees from:
- Contacting or attempting to take clients or customers
- Recruiting or hiring former coworkers
- Using inside knowledge to divert business opportunities
These clauses are typically included in employment contracts, partnership agreements, and executive compensation agreements.
They are often used in industries where employees develop strong client relationships, such as:
- Sales and consulting
- Financial services
- Technology companies
- Professional services
- Healthcare practices
How Non-Solicitation Clauses Work
Unlike a non-compete clause, a non-solicitation clause does not usually prevent someone from working for a competitor.
Instead, it restricts specific actions after employment ends.
For example, a non-solicitation clause may prohibit a former employee from:
- Calling former clients to offer competing services
- Emailing customers to move their accounts
- Recruiting coworkers to join a new company
- Attempting to redirect ongoing business opportunities
Many clauses also define a time limit, such as:
- 6 months
- 12 months
- 24 months
Are Non-Solicitation Clauses Enforceable in Canada?
In many cases, non-solicitation clauses can be enforceable in Canada.
However, courts carefully examine restrictive clauses in employment contracts. Employers must show that the clause is reasonable in scope and duration.
Canadian courts generally look at:
- The length of the restriction
- The geographic scope (if any)
- The type of activity restricted
- Whether the employee had meaningful client relationships
- Whether the clause protects a legitimate business interest
If a clause is too broad or unclear, courts may refuse to enforce it.
In many situations, courts prefer non-solicitation clauses over non-compete clauses, because they place fewer restrictions on an employee’s ability to work.
How Long Can a Non-Solicitation Clause Last?
The enforceability of a non-solicitation clause often depends on the length of the restriction.
In many cases, Canadian courts consider the following time periods to be reasonable:
- 6 to 12 months for many employees
- 12 to 24 months for senior executives or employees with strong client relationships
However, there is no automatic rule. Each situation depends on the nature of the job and the business being protected.
Non-Solicitation vs Non-Compete Clauses
Many employment contracts contain both non-solicitation clauses and non-compete clauses, but they serve different purposes.
Non-Solicitation Clause
Restricts a former employee from:
- Contacting clients or customers
- Recruiting employees
- Redirecting business opportunities
Employees are still generally free to work for a competing company.
Non-Compete Clause
Restricts a former employee from:
- Working for a competing business
- Starting a competing company
- Engaging in similar work within a specific geographic area
What Happens If You Breach a Non-Solicitation Clause?
If an employer believes a former employee violated a non-solicitation clause, they may attempt to take legal action.
Possible legal remedies could include:
- A court injunction preventing further solicitation
- Claims for financial damages
- Demands to stop contacting clients or employees
However, employers must still prove the clause is legally enforceable and that an actual breach occurred.
Provincial Differences in Non-Solicitation Clauses
Employment law in Canada is largely governed at the provincial level, which means legal interpretations can vary.
Learn more about non-solicitation clauses in your province:
- Non-Solicitation Clauses in Ontario
- Non-Solicitation Clauses in Alberta
- Non-Solicitation Clauses in British Columbia
Concerned About a Non-Solicitation Clause?
Many employees sign employment contracts without realizing the impact of restrictive clauses.
Before assuming you cannot contact former clients or pursue new opportunities, it’s important to understand how courts interpret these provisions.
A properly reviewed employment contract can help determine:
- Whether a clause is likely enforceable
- Whether the restriction is too broad
- Whether your employer has grounds to enforce it
Speak With an Employment Lawyer
If you’re dealing with a non-solicitation clause in your employment contract, it’s important to understand your options before taking action.
The employment lawyers at Samfiru Tumarkin LLP have helped tens of thousands of employees across Canada understand their rights and resolve workplace disputes.