Non-solicitation clause

A non-solicitation clause stops a former employee from going after your clients or staff for a set time. Ontario's non-compete ban doesn't cover it.

Also called: non-solicit, non-solicitation agreement, client non-solicitation, employee non-solicitation

What non-solicitation clause means

A non-solicitation clause is a term in an employment contract that says the employee, after leaving, will not actively pursue your clients, customers, suppliers or employees for a set period. Unlike a non-compete, it does not stop the person from working for a competitor. It stops them from reaching out to take your business relationships with them.

Ontario's government explains the difference this way: a non-solicit agreement prohibits an employee from actively pursuing clients, customers, vendors, business partners or other employees of their employer. Ontario's Employment Standards Act bans most non-compete agreements, but it does not ban non-solicitation or non-disclosure agreements.

That makes a non-solicitation clause, paired with a confidentiality clause, the more common way for a small business to protect its client relationships. It still has to be reasonable, because courts decide whether a particular clause is enforceable.

How it works

Keep it narrow. Limit it to the clients or staff the employee actually dealt with, a reasonable period after leaving, and active solicitation (reaching out to them), not simply accepting work from a client who finds the person on their own. A clause that tries to cover every client you have ever had, for years, is less likely to hold.

Watch the label. Ontario's guidance says a clause is judged by what it does. A clause titled "non-solicitation" that in practice stops someone from working in their field may be treated as a non-compete, which is void in Ontario for most employees. Ontario's guidance also says a true non-solicit is not treated as a non-compete just because it makes competing harder in a small industry or area.

Have it signed at the start. Put it in the offer letter or contract the person signs before starting work, and explain it in plain language.

Do not confuse it with agreements between businesses. Since 23 June 2023, the Competition Act makes it a criminal offence for unrelated employers to agree with each other not to solicit or hire each other's employees, or to fix wages. A non-solicitation clause in your own employee's contract is different, but do not make "no-poaching" deals with other businesses.

Is it the same in every province?

Courts across Canada decide whether a non-solicitation clause is reasonable. Ontario's Employment Standards Act expressly leaves non-solicitation and non-disclosure agreements outside its non-compete ban, and the Competition Act's rule against no-poaching deals between employers applies everywhere.

Example: A bookkeeping firm protects its clients

Sophie runs a 7-person bookkeeping firm in Brandon, Manitoba. Each bookkeeper looks after about 30 small business clients, and she worries about losing clients when staff leave.

Her new contracts include a confidentiality clause and a non-solicitation clause: for 12 months after leaving, the employee will not contact or solicit the clients they personally served in their last year, or encourage other staff to leave. She gets advice on the wording and asks each new hire to sign before their first day.

Hollis drafts the letter

Hollis, part of the Staffkin HR Suite, drafts offer letters for your approval and never sends on its own, so you can have any non-solicitation wording reviewed before it goes out.

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Questions about non-solicitation clause

Is a non-solicitation clause enforceable in Canada?

It can be, if it is reasonable: limited to the clients or staff the person dealt with, for a reasonable time, and focused on active solicitation. Courts decide each clause on its wording.

Does Ontario's non-compete ban apply to non-solicitation clauses?

No. Ontario's Employment Standards Act does not prohibit non-solicitation or non-disclosure agreements, but a clause that really works as a non-compete will be treated as one.

What is the difference between a non-compete and a non-solicit?

A non-compete stops someone from working for a competitor. A non-solicit only stops them from actively pursuing your clients or staff.

Can I agree with another business not to hire each other's staff?

No. Since 23 June 2023, the Competition Act makes no-poaching and wage-fixing agreements between unrelated employers a criminal offence.

Official sources

General information for Canadian employers, not legal advice. Rules differ by province and territory and change over time, so check with your provincial employment standards office (or the federal Labour Program if you are federally regulated) before you rely on it. See employment standards by province.

Checked against official sources on 4 November 2026.