A solicitation is defined as a request, an enticement, or an allurement. Non-solicitation agreements prohibit requesting, enticing, or alluring someone to do something.
Contractual Agreements Not to Request, Entice, or Allure
Non-solicitation agreements are used by many Minnesota businesses. A non-solicitation agreement is a contract. It may be one provision in a contract, or it may contain the entire contract.
When a company conducts business with another party, or enters a contract with another party, the company will often have to provide the other party with some confidential information of the company in order for the other party to complete the job requested by the company. Employees learn information about the companies in which they are employed. Independent contractors learn information about the companies with which they contact. This is the cost of doing business and engaging in agreements with others.
Benefits of Non-Solicitation Agreements
Non-solicitation agreements protect Minnesota businesses from having the company’s own confidential information used in a way that may harm the company.
For instance, nonsolicitation agreements are used in situations where someone, maybe an employee, will learn information of another, or of a business, but the business or employer first wants to make sure that the employee cannot use the information to solicit other employees. For example, a person may hire a worker to perform a job. In doing the work required by the job, the worker may learn information about other people who conduct business with the person who hired the worker. This information may be contact information of customers.
Specifics of Non-Solicitation Agreements
In order to prevent the stealing away of other customers, for example, a non-solicitation agreement may state that a person who is about to learn certain information promises not to use it to solicit others. A non-solicitation agreement may say, for example, that one person agrees not to directly or indirectly, alone or on behalf of another, provide services to, call upon, solicit, sell, divert, take away, deliver to, accept business or orders, or otherwise deal with the past, present, or prospective customers of the other party to the agreement, or assist anyone else in doing so.
Limits to Non-Solicitation Agreements
Non-solicitation agreements generally have limits. Courts will not likely uphold non-solicitation agreements that say a person may never, in his or her lifetime, anywhere in the world, solicit business, employees, or anything else. That agreement would be too broad. A court probably would uphold a non-solicitation agreement with limits in duration and with geographical limits. These limits should be contained in the non-solicitation agreement.
Breach of a Non-Solicitation Agreement
Failure to comply with a non-solicitation agreement is a basic failure to comply with the promises a person made in a contract. If you cannot live with the terms, you should not enter the agreement.
When a person breaches a non-solicitation agreement, the other person is entitled to monetary or other relief, and may no longer have to fulfill their own obligations under the contract. Often times a non-solicitation agreement will have a section explaining the remedies for breach of the agreement. By signing the non-solicitation agreement the parties are agreeing to those remedies in the event of a breach of the agreement