Introduction – What Is a Non‑Solicitation Agreement?

A non‑solicitation agreement is a contract term in which an employee promises not to solicit the company’s clients, customers or workforce after leaving the business. Unlike a non‑compete, a non‑solicitation clause does not stop you from working in the same industry; instead, it focuses on protecting the employer’s relationships. In Pennsylvania, non‑solicitation clauses often appear in broader employment or independent‑contractor agreements. Because these clauses can restrict your ability to build a book of business after moving on, it is important to understand whether they are enforceable and what options you have if one is overbroad.

This article updates our previous post for 2026, reflecting new state legislation, key court decisions and the Federal Trade Commission (FTC) rule on non‑compete agreements. If you are presented with a non-solicitation agreement or believe a former employer is enforcing one unfairly, J.P. Ward & Associates can help evaluate your rights.

Why Employers Use Non‑Solicitation Agreements

Companies invest significant resources in developing client relationships and training employees. Employers use non‑solicitation clauses to prevent former employees from taking customers or coaxing co‑workers away to a competitor. Courts recognize these legitimate business interests when the restrictions are narrow and necessary to protect goodwill and confidential information. However, Pennsylvania courts will not enforce clauses that are broader than necessary or that function as a disguised non‑compete.

Key features

• Restricted conduct – a typical clause bars the former employee from contacting or soliciting current or prospective clients, customers or employees for a specified period.

• Permitted activities – Pennsylvania courts hold that mere acceptance of business, simple notification of a job change, and general advertising do not constitute solicitation.

• Duration and geography – to be enforceable, the agreement must be reasonably limited in time and geographic scope. Pennsylvania courts decide reasonableness on a case‑by‑case basis.

Are Non‑Solicitation Agreements Enforceable in Pennsylvania?

No specific statute for most industries

As of 2026 there is still no Pennsylvania statute explicitly governing non‑solicitation agreements outside of the health‑care context. Instead, courts apply common‑law principles. To enforce a non‑solicitation clause, an employer must show:

1. Legitimate business interest – The provision must protect a legitimate interest arising from the employment relationship, such as confidential information or client relationships.

2. Reasonableness – Restrictions must be reasonably necessary to protect that interest and must be limited in duration and geographic reach. There is no one‑size‑fits‑all timeframe; courts examine each case.

3. Adequate consideration – The employee must receive something of value for agreeing to the restriction. In Pennsylvania, an offer of employment constitutes adequate consideration if the agreement is signed before or at the start of employment. If the restrictive covenant is executed after the employee begins work, it is generally unenforceable unless accompanied by new consideration. The Pennsylvania Supreme Court reaffirmed this principle in Rullex Co. v. Tel‑Stream, Inc. (2020), holding that a covenant signed two months into employment lacked consideration because the parties had not agreed to the essential terms at the outset.

Restrictions on health‑care practitioners

In July 2024, Pennsylvania enacted the Fair Contracting for Health Care Practitioners Act, effective January 1 2025. The law bans non‑compete covenants with doctors, nurse practitioners, nurse anesthetists, and physician assistants that exceed one year or that apply when the practitioner is dismissed. It also prohibits the enforcement of patient‑solicitation restrictions (i.e., prohibiting practitioners from treating their former patients) that last longer than a year or where the practitioner is involuntarily terminated. Employers may still enforce a one‑year restriction if the practitioner voluntarily resigns and may recover limited relocation and training expenses. The Act does not bar non‑solicitation and confidentiality provisions entirely, but litigants may argue that overly broad solicitation bans function as non‑competes and are void.

No‑hire (no‑poach) provisions

In Pittsburgh Logistics Systems, Inc. v. Beemac Trucking, LLC (2021), the Pennsylvania Supreme Court considered whether a no‑hire or “no‑poach” provision in a commercial contract between two companies was enforceable. The court ruled that the specific no‑hire clause at issue was overbroad and unenforceable because it prevented the other company from hiring any of the employer’s employees for the length of the contract plus two years, regardless of whether those employees ever worked with the contracting party. Importantly, the court did not hold all no‑hire provisions void but emphasized that restrictive covenants ancillary to a commercial contract must be narrowly tailored to protect legitimate interests and avoid undue harm to employees or the public. This case underscores Pennsylvania courts’ reluctance to enforce broad restraints on employee mobility.

Impact of the FTC’s non‑compete rule

In April 2024, the Federal Trade Commission issued a final rule banning most non‑compete agreements, set to take effect in September 2024. Legal challenges followed, and as of late 2025, courts in Texas and Pennsylvania issued conflicting rulings on whether the FTC had authority to enact the rule. Employers should monitor the litigation, but it is notable that the FTC explicitly stated that its rule does not prohibit non‑solicitation or non‑disclosure provisions, provided these clauses do not “function to prevent” a worker from taking a new job. Overly broad non‑solicitation clauses that effectively bar an employee from competing may be deemed de facto non‑competes and invalid under federal and state law.

Reasonable Limits: Duration and Geographic Scope

Pennsylvania courts analyze the reasonableness of a non‑solicitation clause based on duration and territory. There is no fixed maximum; instead, courts look at whether the restrictions are necessary to protect the employer’s legitimate interests without imposing an undue burden on the employee. For example:

• Duration – Although some agreements last two years, courts may enforce longer or shorter periods depending on the business. In the context of health‑care practitioners, the legislature set a one‑year cap.

• Geographic area – The scope must reflect where the employee had meaningful relationships with clients or customers. Courts may refuse to enforce statewide or nationwide bans if the employee’s work was limited to a few counties.

Exceptions and Actions That Are Not Solicitation

Pennsylvania law recognizes several activities that do not constitute solicitation. Employers cannot restrict these actions because they do not undermine the employer’s customer relationships:

1. Mere acceptance of business from a former client is not solicitation.

2. Simple notification that you have changed employment—such as sending a courtesy email or updating social media—is permissible.

3. General advertising in newspapers or online that does not target the former employer’s clients is allowed.

How to Challenge or Negotiate a Non‑Solicitation Agreement

If your employer asks you to sign a non‑solicitation clause or threatens enforcement after you leave, consider these steps:

1. Review the agreement carefully – Determine whether the clause clearly defines “clients” or “customers.” Overly broad definitions may render the agreement unenforceable.

2. Confirm consideration and timing – If the agreement was signed after you started work without any new benefit, you may argue it lacks consideration, following the Pennsylvania Supreme Court’s guidance in Rullex.

3. Evaluate the scope – Is the restriction limited to clients you actually worked with? Does it extend to prospective clients you had no contact with? Scope matters when courts assess reasonableness.

4. Check for compliance with the health‑care statute – If you are a doctor, nurse practitioner or other practitioner, the contract must not exceed one year and cannot be enforced if you are terminated.

5. Consult an attorney – An experienced employment lawyer can negotiate modifications, advise on potential defenses and represent you if litigation arises. Pennsylvania courts may modify (“blue‑pencil”) overbroad clauses, but the outcome depends on the specific facts.

Frequently Asked Questions (FAQs)

Are non‑solicitation agreements legal in Pennsylvania in 2026?

Yes, but they must meet the common‑law requirements of legitimate interest, reasonable scope and duration, and adequate consideration. There is no state statute banning non‑solicitation clauses outside of the health‑care context. For health‑care practitioners, restrictions longer than one year or imposed after dismissal are unenforceable.

Does the FTC’s non‑compete ban invalidate my non‑solicitation clause?

Probably not. The FTC’s final rule does not directly ban customer or employee non‑solicitation provisions as long as they do not function as non‑competes. However, courts may view an overly broad solicitation restriction as a de facto non‑compete. Employers should tailor such provisions narrowly to focus on existing client relationships.

Can my employer stop me from accepting business from former clients?

No. Pennsylvania courts distinguish between soliciting former clients and simply accepting work offered by them. Agreements cannot bar you from doing business with someone who independently seeks your services.

Contact Us for Help

If you believe a non-solicitation agreement is limiting your career opportunities or you need to draft a reasonable restrictive covenant for your business, J.P. Ward & Associates is ready to help. Our employment law attorneys understand the evolving landscape of restrictive covenants, including Pennsylvania’s Fair Contracting for Health Care Practitioners Act and the FTC’s non‑compete rule. We will review your agreement, explain your rights, and work to protect your interests in negotiations or litigation.

To schedule a consultation, contact us through our online form or call (412) 426-4878. Don’t let an overbroad non‑solicitation clause limit your future; get informed and protect your rights today!