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What is a Non Solicitation Agreement (& Can You Get Around it?)

Non solicitation agreement FloridaFlorida non-solicitation agreements are important to have in place for many reasons. For instance, a non-solicitation clause can be used to prevent employees from soliciting clients and customers when they leave the company. They can also be used to protect trade secrets, which are generally defined as non-public business information. Florida non-solicitation agreements are also useful when dealing with investors, suppliers, and vendors.

What is a Non-Solicitation Agreement? Our Definition

A non-solicitation letter specifies that someone is not allowed to solicit for business from your clients, vendors, or suppliers. The contract normally includes your former employees who have left the company with clients in tow. This prevents them from doing business with your former employees or clients.

The specific non-solicitation agreement meaning, with regard to individual clauses, can be defined in at least one of the following ways.

Non-Solicitation Agreement Between Two Companies

Typically, this agreement states that if someone is soliciting for business or hiring your employees/contractors/vendors, you are allowed to seek legal action against them. They can also specify the damages incurred by doing so. This agreement often includes a clause where clients and employees alike must notify their current employer of any contact made with another company to ensure the agreement is not breached.

Non-Solicitation Agreement Between a Company and an Employee

A non-solicitation agreement between a company and an employee functions as a way of protecting the business and its property. This sort of agreement has a time limit on it to ensure that there is no open-ended contract with the employee. Ensure you include this time limit in your agreement to avoid any complications later on.

Non-Solicitation Agreement Between Independent Contractors and Subcontractors

Independent contractors and subcontractors also utilize non-solicitation agreements. However, they can also be used by anyone who is doing business with your company. For example, if you are selling widgets to a client, and your contract says that they cannot buy widgets from other companies while they are under contract with you, they agree to sign a non-solicitation contract binding them to this point.

Non-Solicitation Agreement Example Clauses

There are many different types of non-solicitation agreements, and it's important to know what you're limiting before starting the agreement. Even if it's a general clause, make sure to include as much detail as possible. This will avoid any confusion down the road.

Non-Solicitation of Employees Clause

Employees may have questions regarding what constitutes a solicitation of employees. This clause typically states that any employee who contacts clients or leaves to work with another business is liable to be sued for damages. It will usually include factors such as the amount of time the employee was at the company and their position within it. This can be extremely specific depending on your situation.

Non-Solicitation Clause Against Former Employees and Subcontractors

A non-solicitation clause against former employees and subcontractors can help to protect your business and its property. This clause typically has a time limit on it and ensures that employees do not take clients or customers to their new position.

Non-Solicitation Clause Covering the Sale and Purchase of Business Assets

Business solicitation laws cover the sale and purchase of business assets and ensure that there is no competition between old and new owners. This can be used to protect the property or business of a company and uphold any current asset purcase agreements that may be in place.

Non-Solicitation of Customers Clause

This clause works to protect the client list from someone who is soliciting customers. What constitutes solicitation of clients or customers? This can include the prevention of people from using their previous position with your company to solicit customers and poach your clients, resulting in you losing business. It also includes a clause stating that solicitations should be forwarded to the employer company.

Vendor Non-Solicitation Agreement Clause

A non-solicitation clause for vendors can regulate the sale or transfer of goods. It usually includes a limit on the amount of time between the end of a contract and when someone can begin working with another company. Ensure you include an expiry date to prevent any issues later on.

Are Non-Solicitation Agreements Enforceable in Florida?

Florida has a long history of enforcing non-solicitation agreements. While they are not inherently enforceable, the courts will work to make them binding if possible. It is important to note that in some cases, they will even allow an employee to compete with their former employer.

Current Non-Solicitation Agreement Florida Law

Chapter 542.335 of the Florida statutes cover non-solicitation agreements as well as shareholder agreements, outlining how they're enforced and what they protect. If you need to make sure your agreement is enforceable in Florida, you can refer to this section of the law.

How to Get Around Non-Solicitation Agreements

If you're looking to get around a non-solicitation agreement, Florida citizens can ask to renegotiate the agreement with their employer. Another way involves disputing the contract on its enforceability. This can be done by disputing the validity of the agreement or showing that it violates public policy.

Non-Solicitation Clause Exceptions

Non-solicitation clause exceptions include staying reasonable with regard to:

  • Time
  • Geographic area
  • Ensuring that the employee is not under any agreement that prohibits them from continuing to work

Need Help With Florida Non-Solicitation Law?

The attorneys at Cueto Law Group have extensive experience in non-solicitation ordinances and defend clients dealing with these agreements. If you have questions about Florida non-solicitation law, contact Cueto Law Group for a consultation.

FAQ

What does non-solicitation mean?

A non-solicitation clause is a contract provision that prevents employees from soliciting customers or employees of their previous employer and protects the proprietary rights to the clients or employees that the company has worked to recruit and retain. This clause is included in an Employment Separation Agreement or Non-Compete Agreement.

What happens if you break a non-solicitation agreement?

If any breach of the terms occurs, there can be legal consequences. This means that the affected party will be entitled to monetary compensation for the breach of the terms. This usually means that the other party will be able to sue for any damages as well.

Non-solicitation vs non-compete: what’s the difference?

Non-solicitation means that an employee is not allowed to solicit customer lists or information. It's considered much less restrictive than a non-compete clause.
On the other hand, a non-compete clause is a contract provision that prohibits an employee from working for a competitor for a predetermined amount of time.

How long does a non-solicitation clause last?

This will depend on the individual contract. There is usually a set time period for which the employee must not work with a competitor or solicit for new business on behalf of them. However, the average length of a non-solicitation clause is roughly one year.

Resources

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Cueto Law Group, P.L.

Based out of Miami, Cueto Law Group offers an extensive range of legal and business counsel to individuals, entrepreneurs, and corporations.

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