Can Your Employer Enforce a Non-Solicitation Agreement?

Published: November 2026

A non-solicitation clause looks mild next to a non-compete. It does not bar you from working for a competitor or from staying in your field. It bars you from reaching back for the customers or the coworkers you left behind for a certain period of time.

That narrower reach is the reason Ohio courts enforce these clauses more readily than broad non-competes. If you are leaving a job or hiring someone who just did, then the clause deserves a close read before anyone goes further.

What Is a Non-Solicitation Agreement?

The term covers two separate promises that often appear in the same paragraph.

Customer Non-Solicitation

This promise stops a departing worker from contacting the former employer’s clients for a set period. Well-drafted versions limit the restriction to accounts the worker personally served or learned about on the job. Loosely drafted versions cover every customer in the company database, including accounts the worker never touched.

Employee Non-Solicitation

Sometimes called an anti-raiding clause, this promise stops a departing worker from recruiting former coworkers. Employers use it when they expect a whole team to follow a manager out the door.

Are Non-Solicitation Agreements Enforceable in Ohio?

Yes, within limits. Ohio has no statute governing restrictive covenants, so a non-solicitation clause is measured by the same standard the Ohio Supreme Court set for non-competes in Raimonde v. Van Vlerah, 42 Ohio St.2d 21 (1975). The employer must show that the restriction is justified on three points:

• It goes no further than needed to protect a legitimate business interest;
• It does not impose an undue hardship on the worker; and,
• It does not harm the public.

Non-solicitation clauses tend to fare better than non-competes under that test for a simple reason: the worker can still earn a living in the same industry, so the hardship side of the scale weighs less. Customer goodwill and confidential account information are also the kind of concrete interests Ohio courts recognize and are willing to protect.

Ohio courts can also rewrite an overbroad clause instead of striking it. This is called “blue pencilling.” A judge may cut a three-year term to one year or limit a company-wide customer ban to the accounts the worker actually handled, then enforce what remains.

What Makes a Non-Solicitation Clause Harder to Enforce?

Enforcement gets harder when the clause stretches past the interest it was written to protect:

• It covers every past, present, and prospective customer of the company, with no link to the worker’s own accounts;
• It runs for several years with no explanation for the length;
• It applies to an employee who had no client contact and no access to pricing or account data;
• The customer relationships were public knowledge or easy to find through a trade directory or not kept as secret within the company (behind a physical lock and key or password-protected folders); or,
• The employer never enforced the same clause against other departing workers.

The last point matters more than people expect. An employer that ignored four earlier departures has a harder time arguing the fifth one threatens something worth protecting. However, this may take time and effort to prove with evidence.

Where Is the Line Between Soliciting and Accepting Business?

This is where most disputes live. Solicitation suggests an active step toward the customer: a call, an email, a pitch, a targeted announcement. A customer who hears through the industry and calls you is a different situation.

The answer depends heavily on the wording. Some agreements prohibit solicitation only. Others prohibit soliciting, accepting, or servicing former customers, which closes the door on passive business as well. Read the words in the clause before you assume an inbound call is safe. It very well may not be, and you and your new employer both may be on the hook to pay your former company for lost business damages.

A warning on social media: a general post announcing a new job usually reads as an update. A message sent to a list of former clients announcing the same move reads as a pitch. The medium does not decide it, but the targeting often does.

What About Customers You Brought With You?

Workers who arrive with their own book of business frequently assume those relationships stay theirs. That assumption holds only when the agreement says so. Many Ohio employers carve out pre-existing relationships, and many do not. This is seen sometimes as an “exclusion list” used often in real estate transactions when a listing agent is replaced.

If you brought accounts in, then document them now. A dated list prepared at hire, an old commission statement, or an email from the hiring manager is far stronger evidence than a recollection offered two years later in a deposition.

What Else Can an Employer Claim?

A non-solicitation lawsuit rarely stands alone. Employers commonly add claims that survive even when the clause itself is cut back:

• Trade secret misappropriation. Ohio’s Uniform Trade Secrets Act (UTSA), at Ohio Revised Code § 1333.61 through § 1333.69, protects customer lists, pricing structures, and margin data when the employer took steps to keep them secret;
• Breach of the duty of loyalty. Steps taken to divert business while still on the payroll are treated differently from steps taken after the last day; or,
• Tortious interference. Ohio courts recognize claims for interference with a contract and for interference with a business relationship, and the second one reaches relationships that had not yet become contracts. Think leads and potential clients.

Those claims often carry longer deadlines and broader remedies than the clause itself, which is why copying files on the way out tends to cause more damage than the job change ever would have.

What Should You Do If You Receive a Cease and Desist Letter?

1. Stop the contact the letter describes, at least until the agreement has been reviewed by your new employer and ideally their attorney;
2. Preserve your emails, texts, and call logs rather than cleaning them up;
3. Pull the signed agreement and any handbook or incentive plan that references it;
4. Write down how each disputed customer came to you, including who called whom and when. Be specific on the date;
5. Tell your new employer, since it will likely be named in a lawsuit as well as it is more likely to be able to pay a judgment, through insurance or otherwise; and,
6. Have an attorney respond, because an informal reply often becomes an exhibit. Take note, that if your new employer says its attorney will handle it, confirm in an engagement agreement that its attorney also represents you. If it won’t do this, that is not your attorney, and you should hire your own counsel.

Employers frequently move for a temporary restraining order (TRO) within days of sending the letter, so the window to prepare is short.

Getting Help With a Non-Solicitation Dispute in Ohio

Whether a non-solicitation agreement holds up in Ohio turns on how the clause was written, what the worker actually did, and whether the employer has an interest worth protecting, and what steps the employer took to protect those interests. The same form agreement can produce different outcomes for two employees of the same company.

Attorney Hunter G. Cavell represents Ohio businesses and individuals in contract disputes and business litigation, and he has been named an Ohio Super Lawyers Rising Star for 12 consecutive years.

If you are facing a non-solicitation claim or planning a departure, then you can review the firm’s contract and business litigation services, or contact Cavell Law to review the agreement.