Non-Compete vs Non-Solicitation: What Is the Difference?

A non-compete bars an employee from working for a competitor or launching a competing business for a set time in a set area. A non-solicitation is narrower: it bars the person from poaching your customers and/or employees, but still lets them work in the same industry. Non-solicitations restrain less, so courts tend to uphold them more readily.

Last updated July 2026.

Both are restrictive covenants, and business owners often confuse them or lump them into one clause. The distinction matters because it changes what you are actually protecting, how a court is likely to treat the agreement, and which document you should reach for. Below is a side-by-side breakdown, the common questions people ask, and where each fits.

What is the difference between a non-compete and a non-solicitation agreement?

A non-compete restricts where and for whom a person can work after they leave. A non-solicitation only restricts who they can approach: your customers, your employees, or both. The person under a non-solicitation stays free to compete generally, just not by taking your specific relationships with them.

Put simply, a non-compete targets the job. A non-solicitation targets the relationships. That gap is why the two get treated differently by courts and why many companies now lead with a non-solicitation agreement instead of a blanket ban on competition.

What is a non-solicitation agreement?

A non-solicitation agreement is a contract that stops a departing worker from soliciting your customers, your employees, or both for a defined period. It does not bar them from working in the field. It only bars them from using your relationships, so they can compete on their own merits without walking off with your book of business.

These clauses shine when your real asset is who you know rather than a secret process. If a salesperson leaves and immediately calls their old account list, a non-solicitation gives you a clear cause of action. Protecting those relationships also depends on more than paper: strong records and the systems that run your customer onboarding make it far easier to show a court which relationships are genuinely yours.

What is a non-compete agreement?

A non-compete agreement prevents a person from working for a competitor or starting a competing venture for a set time within a defined geographic area. It is the broadest restrictive covenant because it can shut someone out of their profession entirely, which is exactly why courts scrutinize it hardest and several states refuse to enforce it at all.

A non-compete agreement is best reserved for genuinely sensitive roles, like a founder selling a business or a senior leader with deep strategic knowledge. Overusing them on rank-and-file staff invites both legal risk and, in some states, outright unenforceability.

Which is more enforceable, a non-compete or a non-solicitation?

As a general tendency, a narrowly drawn non-solicitation is enforced more readily than a broad non-compete, because it restrains less of a person's ability to earn a living. That is not a guarantee. Enforceability is state-specific, and even a non-solicitation can fail if it is too broad or lacks a legitimate business interest.

Courts weigh the same core factors for both: reasonable duration, reasonable scope, and a legitimate interest worth protecting. A non-solicitation clears that bar more easily because it leaves the worker free to compete generally. For a deeper state-by-state look at the non-compete side, see our guide on whether non-compete agreements are enforceable.

On the federal picture: the FTC issued a rule in 2024 that would have banned most non-competes, but it never took effect. A federal court set it aside nationwide in Ryan LLC v. FTC on August 20, 2024, and the provision was removed from 16 CFR part 910 effective February 12, 2026. Non-competes remain governed by state law. California, Minnesota (for agreements entered on or after July 1, 2023), North Dakota, and Oklahoma void virtually all employee non-competes, and California also restricts certain non-solicitation terms.

Can you have both a non-compete and a non-solicitation?

Yes. Many employment agreements include both, often alongside an NDA, and this is common practice. If a court strikes down the broad non-compete, the narrower non-solicitation can still stand on its own, giving you a fallback layer of protection rather than an all-or-nothing outcome.

Draft them as separate, clearly labeled clauses so one falling does not drag down the others. Keep each restriction tied to a real interest, and keep the durations reasonable. Stacking three sweeping restrictions on an entry-level hire is more likely to annoy a judge than protect you.

A common structure looks like this: an NDA protects your confidential information, a customer non-solicitation protects your accounts, an employee non-solicitation protects your team, and a narrow non-compete (only where allowed) protects against a key insider spinning up a rival. Layering them this way gives a court smaller, reasonable pieces to uphold instead of one broad restriction it may reject outright. Include a severability clause so an invalid provision drops out cleanly while the rest survives.

Does a non-solicitation cover customers or employees?

It can cover either or both, depending on how you write it. A customer non-solicitation stops a departing worker from courting your clients. An employee non-solicitation, sometimes called a no-poach or anti-raiding clause, stops them from luring your staff to a new employer. Many agreements include both, as distinct provisions.

How to choose between them

Start with what you are actually trying to protect. If the worry is a competitor cloning your business through a key insider, a non-compete may be warranted for that specific role. If the worry is losing accounts or staff, a non-solicitation targets that directly without the broader legal exposure. Most small and mid-sized employers get more mileage from a well-drafted non-solicitation plus an NDA than from a sweeping non-compete that a court may never enforce.

Whichever you use, tailor the duration, geography, and covered relationships to the role rather than copying a template built for a different job. Reasonableness is what carries these agreements through a challenge.

The bottom line

A non-compete blocks the job; a non-solicitation blocks the poaching. The narrower non-solicitation is generally easier to enforce, works well alongside an NDA, and covers customers, employees, or both. Use the broad non-compete sparingly and only where state law allows and the role truly justifies it.

This article is general information, not legal advice. Restrictive covenant law varies significantly by state and changes over time, so confirm current requirements with a licensed attorney before you rely on any agreement.