Business Non-Solicitation Agreement

Your business name*

Other party's name*

Business relationship covered (for example, supply of packaging under the vendor agreement dated 1 April 2026)

Restriction period (months)*

Effective date*

Format:

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NON-SOLICITATION AGREEMENT This Agreement is executed on [effective_date] between [party_1_name] and [party_2_name]. 1. BUSINESS RELATIONSHIP In this Agreement, the "Business Relationship" means the business dealings between the parties described below or, if no description is given, all business dealings between the parties: [relationship_description] 2. NON-SOLICITATION During the Business Relationship and for [restriction_period_months] months after it ends, neither party shall solicit or attempt to solicit the clients, customers, or employees of the other party with whom they became acquainted through the Business Relationship. 3. END OF THE BUSINESS RELATIONSHIP The Business Relationship ends on the date on which the last contract between the parties forming part of it expires or is terminated or, if there is no such contract, on the earlier of (a) the date on which either party gives the other written notice that the Business Relationship has ended, and (b) the date twelve months after the last business dealing between the parties. 4. REASONABLENESS Both parties agree that this restriction is reasonable and necessary to protect each party's legitimate business relationships. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. [party_1_name] [party_2_name]

Business Non-Solicitation Agreement: what it is

A Business Non-Solicitation Agreement is a mutual promise between two businesses that, while they work together and for a fixed number of months after the relationship ends, neither will try to take away the other's clients, customers or employees met through their working relationship. It is meant for partners, vendors and collaborators rather than employees, and both sides record that the restriction is reasonable.

When you need this document

You are working with a subcontractor who will deal directly with your clients.
Two firms are collaborating on a project and each will meet the other's staff and customers.
You are sharing your client list with a referral partner or joint venture partner.
A vendor's team will work closely with your employees and you want to discourage poaching.
A business relationship is ending and both sides want to protect their contacts for a period afterwards.

What it covers

The names of the two parties, the effective date and a short description of the business relationship covered.
A mutual promise not to solicit or attempt to solicit the other party's clients, customers or employees.
A limit that the restriction covers only people the party came to know through this business relationship.
The restriction period, which runs throughout the relationship and for the chosen number of months after it ends, with a rule fixing when the relationship ends.
An acknowledgement by both parties that the restriction is reasonable and necessary to protect legitimate business relationships.

How to fill, sign and use it

Choose a restriction period that matches the length and sensitivity of the relationship, since a shorter period is easier to defend.
Enter both business names, the restriction period and the effective date, and check the preview.
Get an advocate's review before signing, because Indian courts look closely at any restraint on trade and the wording decides whether it is likely to be enforced.
Print the agreement and pay stamp duty as applicable in your state.
Have authorised signatories of both businesses sign and date it, preferably at the start of the relationship.
Keep records of which clients and staff were introduced through the relationship, as you may need to prove this later.

Documents to attach or keep with it

Main services, vendor or collaboration agreement between the parties
List of key clients introduced, where both parties are comfortable sharing one
Mutual confidentiality agreement, if sensitive information is exchanged

The law behind it

The agreement is governed by the Indian Contract Act, 1872. Section 27 of that Act makes an agreement void to the extent it restrains anyone from carrying on a lawful trade or business. Courts have generally been more willing to uphold narrow non-solicitation promises during or for a limited time after a business relationship than broad bans on competing. Enforceability depends on the wording, the period and the facts. Relief, if granted, is usually an injunction under the Specific Relief Act, 1963 or damages for proven loss.

Common mistakes to avoid

Writing it as a total ban on doing business with anyone in the industry, which is likely to be void.
Choosing a very long restriction period without a clear business reason.
Using the business version for employees, whose restrictions are judged differently and need an employment document.
Failing to keep any proof of who was introduced through the relationship.

Business Non-Solicitation Agreement: frequently asked questions

Are non-solicitation clauses enforceable in India?

They can be, but not always. Section 27 of the Contract Act voids restraints on trade, and courts check whether a clause simply protects existing relationships or stops someone from doing business at all. Narrow, time limited non-solicitation clauses have a better chance than broad non-compete clauses.

What is the difference between non-solicitation and non-compete?

A non-compete stops a party from running a competing business. A non-solicitation clause only stops it from actively approaching your clients or staff. Non-competes after a relationship ends are generally void in India, while non-solicitation clauses are judged more favourably.

How long should the restriction period be?

There is no fixed legal limit. Periods of six to twenty four months after the relationship ends are common in business agreements, but a court will ask whether the period is reasonable for the relationship. In this template the months are counted from the end of the relationship. Pick the shortest period that genuinely protects you.

Does this agreement stop a client from approaching the other party on its own?

Not as drafted. The clause stops a party from soliciting or attempting to solicit. If a client independently approaches the other party, that may not be a breach. If you want to restrict accepting such business as well, discuss it with your advocate, as that is harder to enforce.

Last updated 11 October 2026.

General information on Indian law, not legal advice for your situation. Stamp duty, registration and fees differ by state, so check with the local office or an advocate before you rely on it.

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