Non-solicitation clauses: customers, contacts and changing jobs

Non-solicitation clauses: customers, contacts and changing jobs

A non-solicitation or business-relations clause can restrict a new role even without a general prohibition on joining a competitor. It often concerns customers or other contacts of the former employer. The clause's name does not tell you exactly which contacts and actions are restricted. Read the complete wording against your proposed duties, clarify definitions and plan for written permission, narrower boundaries or legal assessment before the move.

A business-relations clause restricting your choice of work after departure can fall under the rules for non-competes.

Soliciting, doing business and working for a contact are different restrictions; check the precise wording.

Permission to join a competitor does not automatically remove a relations clause or its associated penalties.

1. Separate contacts from prohibited actions

Check how the contract defines relations: all customers of a group, only accounts you handled, prospects, suppliers or contacts from a specified period. Broad wording may include customers you do not know. Then identify the prohibited conduct. Active solicitation differs from any business contact, working for a customer or indirect involvement through a new employer. Put the definition and the activity in separate columns. A customer list may clarify scope, but validity and justification still need assessment. Ask how new, former or foreign contacts are treated. Do not rely on what another departing colleague was permitted to do. Compare your actual planned duties with each restriction rather than assuming a different job title avoids the clause.

2. Assess validity and fixed-term employment

The heading does not determine which safeguards apply. A relations clause can fall under Civil Code article 7:653 if it restricts how an employee may work after the agreement ends. Written agreement and adulthood are then important conditions. In a fixed-term contract a written explanation of necessary, compelling business or service interests is also required. Compare that explanation with your own role. Standard paragraphs do not establish which knowledge or customer ties need protection. Changed duties and responsibilities may also matter. Do not assume an old signature covers every later restriction, or that every clause in a temporary contract is automatically void. Examine the actual contract history, duties and stated interests together.

3. Make scope, duration and penalties concrete

Record the end date, geographical restrictions, businesses covered and amounts per breach or day separately. A clause may run for months or longer and combine penalties. In a dispute, ask which specific act the employer considers prohibited. Judicial power to reduce a penalty is no reason to let potential liability accumulate first. Compare the employer's protective interest with the effect on your career and income, including specialisation and realistically available alternative roles. This is a factual balancing exercise: salary or the number of lines in a contract does not alone determine reasonableness. Keep a calculation of possible exposure separate from your view on validity so that you understand the practical stakes while obtaining advice.

4. Social media and customers who contact you

A LinkedIn connection, general job announcement and targeted sales message are not necessarily the same act. The wording and surrounding circumstances matter. A customer approaching you can still fall under a prohibition on doing business, while a narrower non-solicitation clause may raise a different question. Keep messages with dates and content. Do not promise an assignment before checking the restriction. Do not use former-employer files to build a new network; confidentiality and protection of business information can apply independently. Ask your new employer how contacts that create a conflict can be redirected internally. Consider tagging, audience and follow-up messages rather than treating every public post as automatically harmless or prohibited.

5. Negotiate an exemption that works

Request permission matching the work you will actually do. Describe the role, start date and expected customer contact without disclosing your prospective employer's secrets. Restrictions limited to named customers, activities or a shorter period may offer a solution. Ensure the agreement identifies which provisions will not be enforced and what happens to associated penalties. Agree who decides uncertain cases involving new customers and a practical response period. A vague promise not to cause trouble offers less certainty than a signed arrangement. Ideally resolve this before unconditionally committing to a start date or commercial assignment. Give the new employer enough information to plan account allocation and avoid accidentally putting you in breach.

Example: permission to move but a customer restriction remains

Your employer allows you to join a competitor but retains a prohibition on business with twenty named customers. One is included in your new duties. Before starting, seek an additional exemption or agree that a colleague manages that account; the first permission does not automatically resolve this overlap.

6. Choose the right route if the move is blocked

If discussion fails, assess whether urgent court proceedings are needed to start in time. A court may provisionally suspend all or part of a clause; substantive proceedings can produce different or final decisions. Interim relief is not general permission for every future contact. Prepare the old and new roles, customer overlap, written agreements and income consequences. In a settlement agreement, check explicitly whether the clause survives: wording preserving other obligations may maintain it. The government information checked still describes proposed non-compete reforms, so base the move on current law and concrete agreements rather than an expected legislative change. Match the procedure to the urgency, available evidence and actual work you need to undertake.

Read contact definitions and prohibited conduct separately.

Check contract type, signatures and specific justification.

Compare old and new duties and identify customer overlap.

Obtain a written exemption addressing associated penalties.

Assess the procedural route early if the start date is close.

Can the clause cover customers I never spoke to?

It may say so, but interpretation, validity and justified scope still need assessment. Ask which contacts the employer means and why they fall within your restriction. Broad wording alone does not settle every question.

Can I serve customers who find me themselves?

A prohibition on doing business can apply without active solicitation. A narrower solicitation restriction may operate differently. Keep the approach and have the actual wording assessed before accepting an assignment.

Does the clause end if my employer dismisses me?

Not automatically. The method of termination, possible serious employer misconduct and the departure agreement may matter. Negotiate the clause and penalties expressly rather than relying only on who initiated dismissal.

Is a public LinkedIn announcement always safe?

There is no universal guarantee. Content, audience, tagging and follow-up messages can matter. A neutral job announcement differs from a targeted commercial invitation, but the actual agreements and circumstances remain relevant.

Sources and editorial notes
Sources current as of: October 18, 2026
1. Rechtspraak: non-compete and business-relations clauses
Publisher: Rechtspraak
https://www.rechtspraak.nl/onderwerpen/concurrentiebeding
2. Rijksoverheid: current requirements and reform proposals
Publisher: Rijksoverheid
https://www.rijksoverheid.nl/documenten/vraag-en-antwoord/arbeidsovereenkomst-en-cao/wat-is-een-concurrentiebeding
3. Rechtspraak: urgent proceedings for employees
Publisher: Rechtspraak
https://www.rechtspraak.nl/onderwerpen/concurrentiebeding/spoedprocedure-concurrentiebeding-werknemer
The source publications are in Dutch. All language editions cover Dutch law.