Non-solicitation clauses: customers, contacts and changing jobs

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.

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.

Practical checklist

• 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.