Non-Solicitation Agreements

In the state of Florida, it is quite common for employers to ask employees to sign non-compete agreements as a condition of employment. These agreements, separate from the employment contract, are designed to protect the employer from certain actions by former employees.

One of the most common provisions contained in non-compete agreements is the non-solicitation clause. These may be in the form of a provision contained within a larger contract itself or maybe a standalone document.

What are Non-Solicitation Agreements?

Non-solicitation agreements are contractual arrangements between employers and employees that regulate the employee’s ability to approach the employer’s customers, clients, or sometimes employees for a specified period after their employment ends.

Typically, non-solicitation agreements are included within comprehensive contracts that may also cover non-compete, confidentiality, or non-disclosure terms. The primary purpose of a non-solicitation agreement is to protect against interference from individuals attempting to take business away.

For employers and business owners, non-solicitation agreements hold significant value, as they have often invested substantial time, money, and resources in establishing and nurturing relationships with their customers. It is, therefore, reasonable for employers to take measures to prevent employees from taking their customers away.

However, non-solicitation agreements are considered restraints on trade, making them susceptible to legal challenges in Florida if they are deemed overly burdensome or restrictive. For instance, a non-solicitation agreement cannot prohibit a former employee from accepting work from a client of the employer who specifically requests the former employee’s services.

To ensure the enforceability of non-solicitation agreements, employers and business owners who wish to implement such agreements are advised to seek the guidance of a knowledgeable business lawyer. Their expertise can help ensure the agreement is properly drafted and legally binding.

Are Non-Solicitation Agreements Enforceable?

To assess the enforceability of non-solicitation agreements in Florida, a straightforward approach is to satisfy the criteria outlined in Florida Statute Section 542.335. The employer must ensure that the agreement meets the following:

1. Legitimate Business Interest: The employer must have a valid business interest in enforcing the non-solicitation agreement, such as safeguarding client lists, trade secrets, or confidential information
2. Reasonable Scope and Duration: The non-solicitation agreement should be reasonable in terms of scope and duration. Scope pertains to the geographic area covered by the prohibition, while duration refers to the length of time the former employee is restricted from soliciting the employer’s clients (typically around two years). The agreement should not unreasonably hinder the past employee’s ability to earn a living
3. Clear and Unambiguous Language: To avoid confusion or misinterpretation, the agreement must be clear and devoid of ambiguous language

When analyzing these factors, it is crucial to consider the unique circumstances and facts of the specific business and industry involved. Therefore, it is essential to draft non-solicitation agreements narrowly and tailor them to the specific needs of the business. Overly broad or ambiguous agreements are likely to be challenged and risk being invalidated by Florida courts.

Drafting Non-Solicitation Agreements

While non-solicitation agreements are common practice, their enforceability in the state of Florida can be contested if they do not adhere to specific legal requirements. To ensure these agreements are effective and provide the intended protection, it is crucial to have them properly drafted. The best way to ensure their non-solicitation agreement is effective would be to retain a qualified attorney well-versed in Florida and business law.

At TCLG, we possess the necessary expertise in both drafting and litigating non-solicitation agreements. Our firm proudly serves clients throughout Florida and is fully equipped to provide your business with customized non-solicitation agreements that cater to your specific needs. Whether you are a small business owner starting out or have an established business, our extensive experience in drafting contracts and agreements for Florida businesses can be of great value to you.