How to Review a Customer Non-Solicit Clause (Not Employees)

Sloan, Ops at an 18-person UK B2B implementation agency, is about to treat “shall not solicit, canvass, or deal with any Customer or any Client of Customer worldwide” for 24 months as the same boiler as the employee non-solicit. Knowing how to review a client non-solicit and non-dealing clause is a 20-minute hunt: separate it from staff hire-away → demand material contact, not the whole book → split solicit from non-dealing with inbound carve-outs → tie duration to the sales cycle → hunt affiliates and LinkedIn grey zones → narrow / sever / strike.

September 2026. English law; courts of England and Wales. The packet is an MSA — a master services agreement. Clause 12 stacks solicit and deal, names every Client of Customer, adds worldwide, and runs 24 months after the Term. No material-contact lookback. No inbound carve-out. AE Slack: “standard — same as the employee non-solicit.”

A non-solicit line does not automatically stop inbound business — but stacking “or deal with” often does, and client-first contact is not a free pass if persuasion follows. Blaser Mills on dealing vs solicitation (commentary, live 2026-09-26): solicitation needs persuasion; who contacted first is relevant but not conclusive. Littler on Towry (live 2026-09-26): persuasion separates non-solicit from non-dealing.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Why separate customer non-solicit from employee non-solicit?

Different interest, different negotiation. Customer non-solicit protects client connections. Employee non-solicit fights hire-away of staff. Do: open the clients clause when the paper names Client, canvass, or deal. Don’t: treat AE’s “same as employee non-solicit” Slack as a free pass.

In practice, Lewis Silkin (live 2026-09-26) treats non-dealing as broader because it can catch inbound clients. LexisNexis commercial non-solicitation checklist (live 2026-09-26): commercial non-solicit is still a restraint of trade. If the fight is staff hire-away, see how to review an employee non-solicit in a vendor MSA. Stay on clients.

Which customers should a material-contact checklist cover?

Not the whole book. Do: limit covered customers to those with material contact, responsibility, or confidential information during a defined lookback. Don’t: accept “any Client of Customer” with no lookback, including prospects never met.

For example, Mayer Brown on UK restrictive covenants (live 2026-09-26): customer covenants often limited to known clients or responsibility, with a six- or twelve-month lookback. Sprintlaw UK commercial non-solicit drafting (live 2026-09-26): material dealings in the final twelve months beat “anyone ever contacted.” Circle “any Client of Customer.” Log “whole book — fail.”

Compare solicit vs non-dealing before you accept inbound

Usually non-dealing is the inbound trap. Do: split solicit and non-dealing into severable sub-clauses, and if non-dealing stays, carve out genuinely unsolicited approaches. Don’t: assume “client emailed first” always saves you when persuasion follows.

Typical mistake: AE reads “non-solicit” while the sentence also says “deal with.” CM Murray (live 2026-09-26): non-dealing stops business regardless of who started contact. Lexology on Towry (commentary, live 2026-09-26) (live 2026-09-26): without non-dealing, transfers may fail for want of proved persuasion. Pinsent Masons (live 2026-09-26): keep limbs severable so a wide non-dealing line does not take the narrower fence down. Circle “deal with.” Log “non-dealing without inbound carve-out — fail.”

How long should a client non-solicit reasonably run?

Tied to the sales cycle — not forever. Do: match duration to a realistic renewal window and limit geography or competing services to the protected interest. Don’t: rubber-stamp 24 months worldwide because “market said so.”

Pinsent Masons (linked above) ties length to contact pattern. Stevens & Bolton High Court colour (commentary, live 2026-09-26) (live 2026-09-26): a twelve-month non-solicit survived on annual contact-cycle evidence; a non-dealing limb fell where clients stayed unless approached. Circle 24 months and worldwide. Log “duration untied — fail.”

Checklist: indirect solicitation, affiliates, and LinkedIn

The grey zone is real. Do: circle “directly or indirectly,” Affiliates, and group-company wording, and ask whether a neutral profile update differs from a targeted pitch. Don’t: assume a LinkedIn update is always safe — or always a breach — without reading the paper.

In practice, Farrer & Co on social media covenants (commentary, live 2026-09-26) (live 2026-09-26): updating an employer name alone may not be solicitation, while pitching through social channels can cross the line. If Affiliates lack a material-contact filter, the whole-book problem returns. Circle “indirectly” and Affiliates.

If the fight is who may use seats under Affiliates language, see how to review affiliate and group-company usage rights — a different hunt.

When to narrow, sever, or strike the client fence?

Narrow when the interest is real but the fence is loose: material contact plus lookback, solicit-only or a severable non-deal with an inbound carve-out, shorter duration. Sever when solicit and deal are stacked. Strike when whole-book, worldwide, long non-deal, and no justification sit together.

Before FAQ, fill a one-page narrow / sever / strike checklist (customer ≠ employee? material contact / lookback? solicit or non-dealing? inbound carve-out? duration tied to sales cycle? Affiliates named?). Verify one pause sentence for Clause 12. Escalate to counsel — a qualified lawyer — if AE still calls whole-book non-dealing “the same as employee non-solicit.”

Optional first-pass: upload the same MSA to document analysis and get the file back with flags — then a human still opens Clause 12. Checkory is not a law firm and does not replace counsel — a qualified lawyer.