Non-Solicitation Clause: 12-Month Restriction on Employee Solicitation

The Receiving Party shall not, for a period of [12] months following the termination of this Agreement, directly or indirectly solicit or entice away or attempt to solicit or entice away any employee, consultant or contractor of the Disclosing Party with a view to inducing that person to leave the Disclosing Party's employment or service. This clause is limited to only include a restriction on soliciting employees, consultants and contractors of the Disclosing Party. It does not include other unnecessary restrictions such as a non-compete clause, non-dealing clause or a general restriction on doing business with clients of the Disclosing Party. The time period of 12 months is a common and reasonable restriction for a non-solicitation clause under English law."

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Explanation

This is a non-solicitation clause. It prevents the Receiving Party from soliciting or hiring away employees, consultants or contractors of the Disclosing Party for 12 months after the agreement ends.

In simple terms, the Receiving Party cannot try to poach employees, consultants or contractors of the Disclosing Party for 1 year after the contract terminates. The aim is to stop the Receiving Party from raiding the Disclosing Party's talent.

The clause is limited in scope - it does not also ban competition, dealing with clients, or general business with the Disclosing Party. And the 12 month duration is viewed as reasonable under English law for a non-solicitation restriction.

Overall, this non-solicitation clause protects the Disclosing Party's workforce for a limited time by restricting the Receiving Party's ability to induce key talent to leave.

History of the clause (for the geeks)

Non-solicitation clauses emerged historically as companies sought to protect their human capital and prevent unfair poaching of talent by competitors or business partners.‚Äç

Early English common law disfavored restraints on trade that limited an employee's ability to seek livelihood. But courts eventually allowed limited restrictions that were narrowly tailored and reasonable. This paved the way for non-solicitation clauses to develop in commercial practice.

At first, full covenants not to compete were used to restrict employees from joining or forming rival businesses after leaving service. But these fell out of favor as overly broad and burdensome restraints. Narrow non-solicitation clauses were an alternative means companies could use to protect against specific employee raiding.

Especially with the growth of high technology industries and increased employee mobility, companies had incentive to shield their workforce from being overtly induced away. Limited time periods were deemed reasonable, often 6 months to a year. Scope was narrowed from blanket restrictions to just targeting direct solicitation.

Today, non-solicitation of employee clauses remain an important contractual device to protect company talent and human capital.

Carefully crafted and limited in duration, they are generally enforceable under the common law reasonableness standard. The clauses discourage deliberate poaching while allowing normal competition for labor.