Non-Solicitation Clause: Protecting Employee Retention in Agreement

For the duration of this Agreement and for a period of [6] months after its termination, neither Party shall directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other Party any person employed by the other Party in the provision of the Services or otherwise involved in the performance of this Agreement at the date of termination or during the [6] month period prior to termination. The Parties agree that this provision is fair and reasonable. This clause shall survive termination of this Agreement.

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Explanation

Here is a plain English explanation of the Non-Solicitation clause:

- Neither party can directly or indirectly solicit or poach employees from the other party.

- This applies to employees involved in providing the services or performing the contract.

- It is for the duration of the contract and 6 months after ending.

- The aim is to prevent employees gained through working on the contract then being enticed away.

- It stops employees with knowledge of the contract moving directly to the other party.

- This protects confidential business information and investment in personnel

- The parties agree the 6 month restriction is fair and reasonable.

- This clause continues even after the contract ends.

- It provides a cooling off period before seeking out connected employees.

- The purpose is to protect loyalty and retention of key staff by preventing targeted poaching.

History of the clause (for the geeks)

Non-solicitation clauses emerged in the early 20th century as companies sought to better protect trade secrets and proprietary information.

With more employees gaining sensitive knowledge through their roles, there were growing risks of poaching. Rival firms could access inside intelligence or expertise by recruiting those staff.

To limit this threat, companies included contract clauses restricting the solicitation of their workers. This gave time for skills and information to become dated before competitors could target those employees. It minimized fresh leaks of confidential data, processes or innovations.

As non-compete clauses faced more legal limitations, non-solicitation provisions became an alternate means to stem unfair competition. Businesses could deter pinpoint raids on valuable personnel even if fully restricting someone's career was not enforceable.

Over time, restrictions moved from outright bans to cooling-off periods. This balanced employee freedom with commercial interests. As workforces became more mobile, carefully framed clauses maintained fair competition while enabling movement between firms.

Today, non-solicitation clauses remain an important protection for companies investing in talent and know-how.

They provide reasonable restrictions to prevent targeted recruitment of those with sensitive knowledge. And they uphold an ethical business environment while supporting flexibility of careers.