A non-solicitation clause prevents someone from recruiting your employees or approaching your clients after they leave your company. You’ll see these clauses in employment contracts with staff members and in commercial agreements with contractors or business partners. They protect your customer relationships and workforce from being targeted by people who gained access to your business network through employment or collaboration with you.
This article explains when and how you can use a non-solicitation clause effectively. You’ll learn what makes these clauses legally valid under Dutch law, see practical examples and templates you can adapt for your contracts, and understand common mistakes that make them unenforceable in court. We’ll cover the specific requirements for employment contracts versus commercial agreements, the time limits that work in practice, and the penalties you can include when someone breaches their obligations under the clause.
Why non-solicitation clauses matter
You invest significant time and resources building relationships with clients, suppliers, and training your employees. When someone leaves your organization, they carry knowledge about your business network and internal operations that could harm your competitive position. A non-solicitation clause creates a legal barrier that stops former employees or partners from exploiting these relationships immediately after departure.
Without proper protections, departing employees can contact your entire client list within days of leaving.
Protection against immediate competition
Your former employee knows which clients generate the most revenue, which ones might be considering a switch, and exactly how your pricing structure works. They’ve sat in strategy meetings where you discussed upcoming product launches and market expansion plans. Commercial partners who worked closely with your operations have similar insider knowledge. These clauses give your business breathing room to strengthen relationships and implement changes before someone with detailed knowledge of your vulnerabilities can act against your interests. The difference between having and not having a non-solicitation clause often determines whether you retain or lose your most valuable accounts.
How to use a non-solicitation clause
You insert a non-solicitation clause directly into your written contract before someone starts working with you or gains access to your business relationships. The clause needs clear language that specifies which relationships are protected, how long the restriction lasts, and what happens if someone violates the terms. Include these provisions in employment contracts with staff who interact with clients, and in agreements with contractors, consultants, or business partners who gain insight into your customer base.
In employment contracts
Your employment agreement should identify which business relationships the employee cannot approach after leaving your company. Specify whether the restriction covers clients, suppliers, potential customers, or all business contacts they learned about during employment. Define the time period the restriction applies, typically between six months and two years after the employment ends. Add a section explaining what activities count as solicitation, such as direct contact, sending connection requests on social media platforms, or indirectly encouraging clients to switch providers through third parties.
The clarity of your definitions determines whether a court will enforce your clause.
In commercial agreements
Commercial contracts with contractors or partners require different wording than employment clauses because these relationships involve businesses rather than individuals. Your agreement should specify that the other company cannot approach your clients for competing services during the contract term and for a defined period afterward. Include provisions about employees of the contracting company who gain access to your customer information, preventing them from exploiting those relationships if they later join a competitor or start their own business.
Legal rules and enforceability in the Netherlands
Dutch law sets specific requirements that determine whether your non-solicitation clause will hold up in court. You must put the clause in writing and obtain the other party’s written agreement before the working relationship begins. Courts in the Netherlands examine these clauses carefully and will void them completely or partially if they restrict someone’s freedom to work unreasonably. The enforceability depends heavily on whether you’re dealing with a permanent employment contract or a temporary one, and whether you can demonstrate legitimate business interests that justify the restrictions you impose.
Requirements for permanent contracts
Your non-solicitation clause in a permanent employment contract needs clear, specific language that describes which business relationships fall under the restriction. You must limit the geographical scope and time period to what’s reasonably necessary to protect your interests. Dutch courts typically accept restrictions lasting between six months and two years, though longer periods require stronger justification. The clause should identify the protected relationships with enough detail that your employee understands exactly who they cannot approach, whether that includes all clients, only active customers, or specific high-value accounts you name in the contract.
Courts will strike down clauses that make it practically impossible for someone to earn a living in their profession.
Stricter rules for temporary contracts
Temporary employment contracts face higher legal barriers for non-solicitation clauses under Dutch law. You can only include such a clause if you provide written justification directly in the contract explaining why your business interests require this restriction. Generic statements about protecting your customer base won’t satisfy this requirement. You need to specify what makes this particular position or these particular temporary activities so sensitive that limiting the employee’s future contacts with your business relationships becomes necessary. Without this detailed written justification, your non-solicitation clause becomes automatically invalid and unenforceable in court.
Examples and templates you can adapt
Your non-solicitation clause needs specific wording that matches your situation, whether you’re drafting an employment contract or a commercial agreement. The templates below give you starting language you can modify based on your business relationships, the duration of restriction you need, and the penalties you want to enforce. Replace the bracketed sections with your own details and adjust the scope to fit your circumstances while keeping the core structure intact.
Employment contract template
You can include this language in your standard employment agreement for positions involving client contact or access to your business network. This template covers the essential elements courts examine when determining enforceability:
"During employment and for [12 months] after termination, Employee agrees not to solicit, contact, or conduct business with any clients, customers, or business relations of [Company Name] with whom Employee had contact or about whom Employee obtained information during employment. This restriction includes direct communication, social media contact, and indirect solicitation through third parties. Violation of this clause results in a penalty of [€5,000] per breach, plus any damages [Company Name] incurs."
Clear penalty amounts make enforcement straightforward without lengthy damage calculations in court.
Commercial agreement template
Business relationships with contractors or partners require different template language that addresses both the company and its employees who gain access to your information:
"[Contractor/Partner] agrees that during this agreement and for [18 months] following termination, neither [Contractor/Partner] nor its employees, agents, or representatives will solicit or provide competing services to clients of [Company Name] identified during this relationship. Protected relationships include [all active clients/clients listed in Appendix A]. Breach results in immediate contract termination plus payment of [€10,000] per violation."
Typical risks and mistakes to avoid
Your non-solicitation clause fails when you draft it too broadly or forget the legal requirements specific to Dutch law. Courts regularly void these clauses because employers include generic restrictions that don’t match the actual business need. You need to understand which mistakes make your clause unenforceable before someone challenges it in court, potentially costing you both the protection you thought you had and the legal fees to defend an invalid provision.
Making the clause too broad
You lose enforceability when your clause restricts every possible contact with anyone remotely connected to your business. Courts reject non-solicitation clauses that prevent someone from working with entire industries or all customers in a geographic region. Your restrictions must match the actual relationships the person developed during employment or partnership. Targeting specific clients they worked with directly creates enforceable protection, while blocking contact with every customer your company ever served makes the clause invalid.
Overly broad clauses often result in courts throwing out the entire restriction rather than narrowing it.
Forgetting written justification for temporary contracts
Temporary employment contracts require explicit written justification for any non-solicitation clause you include. You cannot simply copy the standard clause from your permanent contract template. Your agreement must explain why this specific position or these particular temporary activities create business interests important enough to justify limiting future contacts. Missing this justification makes your entire non-solicitation clause void automatically under Dutch law.
Final thoughts
A non-solicitation clause protects your business relationships when employees or partners leave, but only if you draft it correctly under Dutch law. You need written agreements, specific restrictions, and proper justification for temporary contracts to avoid common mistakes. Law & More helps businesses create enforceable non-solicitation clauses and defends them when disputes arise. Contact us today for employment contracts and commercial agreements that actually hold up in court.