Non-Solicit Agreements in Virginia: What You Need to Know

In Virginia, non-solicitation agreements are commonly used by employers to protect their business interests from former employees who may try to lure away clients or customers. These agreements prevent departing employees from soliciting their former employer`s clients or customers for a defined period of time after their employment ends.

However, the enforceability of non-solicit agreements in Virginia can be complex and depends on several factors, including the reasonableness of the agreement`s restrictions and the specific circumstances surrounding the employee`s departure. Here`s what you need to know.

What is a Non-Solicit Agreement?

A non-solicit agreement is a legal contract between an employer and employee that prohibits the employee from soliciting the employer`s clients or customers after leaving the company. Such agreements are commonly used in industries where client relationships are vital, such as sales, consulting, and professional services.

Virginia courts view non-solicit agreements as a restraint on trade, and therefore, place some restrictions on their enforceability. Under Virginia law, non-solicit agreements are generally enforceable if the restriction is reasonable and necessary to protect the employer`s legitimate business interests.

What Makes a Non-Solicit Agreement “Reasonable”?

To be enforceable, a non-solicit agreement must be reasonable in terms of its time, geography, and scope. It must also be essential to the protection of the employer`s business interests. Here`s what that means:

Time: Non-solicit agreements in Virginia must have a limited time duration. Generally, this period is no longer than two years.

Geography: Non-solicit agreements must also be restricted in the geographic area they cover. In Virginia, agreements that restrict an employee from soliciting clients nationwide are likely to be deemed unreasonable. Courts are more likely to enforce a non-solicit agreement that only restricts solicitation within a particular region or state.

Scope: The scope of the agreement should also be reasonable. For example, an employer may not be able to enforce an agreement that prohibits an employee from soliciting any client or customer with whom they`ve had contact, regardless of the nature of their relationship or the employee`s role.

Additionally, employers must be able to demonstrate that the non-solicit agreement is necessary to protect their legitimate business interests. For example, an employer may be able to justify a non-solicit agreement if the departing employee has unique knowledge of the company`s clients or proprietary information.

What Happens if an Employee Violates a Non-Solicit Agreement?

If an employee breaches a non-solicit agreement in Virginia, the employer can seek damages or injunctive relief to prevent further solicitation of their clients or customers. However, before an employer can pursue legal action, they must be able to prove that the non-solicit agreement is reasonable and necessary to protect their business interests.

It`s worth noting that Virginia courts are generally less likely to enforce non-solicit agreements than non-compete agreements, which prohibit departing employees from working for competitors in a particular industry or geographic area. Therefore, it`s important for employers to work with experienced legal counsel to create reasonable and enforceable non-solicit agreements.

Conclusion

Non-solicit agreements can be an effective tool for companies to protect their business interests and client relationships. However, they must be reasonable and necessary to be enforceable in Virginia. Employers should work with legal counsel to create agreements that protect their legitimate business interests while also complying with Virginia law.