Non-solicitation clause

Because it restrains less, a non-solicitation covenant is generally easier to enforce than a full non-compete. Courts assess restrictive covenants against what is reasonably necessary to protect a legitimate interest, and a clause aimed squarely at the relationships a buyer paid for is a more proportionate answer than one barring a seller from the trade entirely.

Where the drafting matters

• Which customers are covered — everyone, or those the seller dealt with in a defined recent period
• Whether it captures accepting unsolicited approaches, or only actively soliciting
• Whether employees are covered as well as customers, and at what level
• Duration, which must be tied to how long the relationships realistically take to transfer