A non-solicitation of clients agreement is a type of restrictive covenant that protects an employer’s business relationships. Non-solicitation agreements generally cover existing and prospective customers as well as suppliers and vendors. For a predetermined amount of time after employment concludes, former employees are unable to solicit their previous employer’s customers or suppliers.
The Pennsylvania legislature has not created any laws that govern non-solicitation agreements. Over time, however, the Pennsylvania courts have reviewed restrictive covenants like non-competition and non-solicitation agreements. In order to be valid and enforceable, these agreements must feature reasonable limitations.
HKM Employment Attorneys in Pittsburgh, Pennsylvania, has achieved numerous accolades in the field of labor and employment law. Leveraging unique command of the law and unmatched service, HKM Employment Attorneys pushes back against companies ranging from Fortune 100 to small business. If you have questions about non-solicitation of clients agreements or other aspects of employment law, please do not hesitate to contact us today.
Not All Activities Qualify as Solicitation
To qualify as solicitation in Pennsylvania, there must be intentional or willful conduct. The former employee must actively pursue or take similar action in violation of the non-solicitation agreement. Otherwise, the former employee’s activities may not qualify as solicitation.
For example, the Pennsylvania courts have declined to enforce non-solicitation of clients agreements in the following situations:
- Mere Acceptance: It does not qualify as solicitation if the former employee merely accepted business from a former client;
- Simple Notification: It does not qualify as solicitation if the former employee simply notified former clients about a change in employment; and
- General Advertisement: It does not qualify as solicitation if the former employee placed an advertisement about a change of employment in a consumer or trade publication.
A Clear Definition of Clients is Required
Enforceable non-solicitation of clients agreements in Pennsylvania features a clear-cut definition of the term “clients.” The employer must outline what qualifies as a current or prospective customer. The employer must also specify whether vendors or suppliers qualify as clients.
For example, a valid non-solicitation agreement could define clients as all paying customers in the 12 months before the employee leaves. Or the employer might define clients as the former employee’s book of business.
Either way, a Pennsylvania non-solicitation agreement must detail the precise margins of what constitutes a client. If the definition of clients is overly vague or broad, then the non-solicitation agreement may be legally invalid or unenforceable.
Obtain Legal Help from a Pittsburgh Employment Attorney
If you are an employee who needs help with a non-solicitation of clients agreement or similar restrictive covenant in Pennsylvania, it is wise to consult with a proficient employment lawyer. HKM Employment Attorneys has demonstrated capabilities handling a wide variety of labor issues, including non-solicitation of clients agreements. Contact us today for an initial consultation.