Are Non-Solicitation Clauses Enforceable In NZ?

Yes, non-solicitation clauses can be enforceable in New Zealand - but only if they're carefully drafted and reasonable.

That last part matters. You can protect genuine business relationships, confidential information and your team, but you usually can't stop someone from competing with you just because it feels unfair. New Zealand courts and employment institutions tend to look closely at restraint clauses, especially where they affect someone's ability to earn a living.

The good news is that a non-solicitation clause is often more practical, and easier to justify, than a broad non-compete. Instead of saying someone can't work in the industry at all, you're saying they can't actively approach your clients, customers, staff or contractors for a limited time after the relationship ends.

Let's look at how to make that kind of protection work without overreaching.

Are Non-Solicitation Clauses Enforceable In New Zealand?

Yes, a non-solicitation clause can be enforceable in New Zealand if it protects a legitimate business interest and goes no further than reasonably necessary.

A non-solicitation clause is a type of restraint of trade. Under New Zealand law, restraint clauses are generally treated with caution because they restrict someone's future work or business opportunities. The starting point is that restraints aren't automatically enforceable just because they appear in a signed contract.

To have a better chance of standing up, your clause should protect something real, such as:

• Client relationships, especially where the person had direct contact with clients or strong influence over them.
• Confidential information, such as pricing, customer lists, sales strategy, margins, product plans or account notes.
• Workforce stability, where you want to stop a departing person from actively poaching your staff or contractors.
• Goodwill, meaning the value your business has built through its reputation and client connections.

It also needs to be reasonable in scope. A clause that stops someone from contacting every person who has ever interacted with your business for three years is likely to be much harder to justify than a clause that only covers clients they personally dealt with in the last 12 months, for a six month period.

When people talk about a restraint of trade in NZ for clients, this is usually the key question: are you protecting your client relationships, or are you trying to remove a competitor from the market?

Can You Stop An Ex-Employee From Approaching Your Clients?

Yes, you may be able to stop an ex-employee from approaching your clients, but the clause needs to be tied to the employee's role and the relationships they actually handled.

For employees, non-solicitation clauses usually sit in an employment agreement. The Employment Relations Act 2000 also matters because your agreement and your process need to fit within New Zealand's employment law framework, including good faith obligations.

A client non-solicitation clause is more likely to be reasonable where the employee:

• had regular direct contact with clients
• managed accounts or sales relationships
• had access to confidential client information
• could influence clients to move with them
• was senior enough to hold significant goodwill for your business

For example, say you run a marketing agency in Wellington. Mia is your account manager and looks after six key clients. If Mia leaves and immediately emails those six clients saying she can now provide the same services directly at a lower price, a well-drafted non-solicitation clause may give you a stronger position.

On the other hand, if a junior employee worked briefly on admin tasks and never had client contact, a broad clause stopping them from dealing with any client of your agency may be difficult to justify.

What Counts As Soliciting A Client?

Soliciting usually means actively approaching, encouraging or inviting a client to move their business. It can include emails, calls, direct messages, meetings, targeted proposals or asking someone else to make the approach on their behalf.

It's usually different from a client independently choosing to follow the former employee without being approached. If you want to cover that situation too, you're moving into a non-dealing clause, which is generally more restrictive and often harder to enforce.

A practical clause should be clear about what conduct is restricted. For example, it might prohibit the person from directly or indirectly soliciting, canvassing, approaching or enticing away certain clients for a defined period.

Can You Stop Contractors Or Suppliers From Soliciting Clients?

Yes, you can include a non-solicitation clause in a contractor or supplier agreement, but it still needs to be reasonable and commercially justified.

This comes up often where you bring in a contractor, consultant, subcontractor or supplier who gets access to your clients. For example:

• a web developer who works directly with your clients under your agency brand
• a cleaning subcontractor who services your commercial customers
• a consultant who attends client meetings as part of your delivery team
• a supplier who learns your customer list, volumes and pricing arrangements

In those cases, a contractor non-solicitation agreement can help make the rules clear from day one. It can say the contractor must not approach your clients for competing work, use your client list for their own benefit, or encourage clients to end or reduce their relationship with you.

The clause should usually be narrower than a blanket ban. It should focus on clients the contractor became aware of through working with you, or clients they had dealings with while providing the services.

Be Careful With Contractor Classification

If someone is labelled as a contractor but the relationship works more like employment, that can create wider risk. From 2026, the Employment Relations Amendment Act changes include a contractor gateway test that can affect employee or contractor status in certain working arrangements.

If your arrangement doesn't fit the contractor pathway, employment obligations may apply. That can affect how your restraint clause is assessed, as well as your obligations around wages, holidays, termination and other employment rights.

So, if you're using contractor non-solicitation wording, don't just focus on the restraint. Make sure the whole contractor agreement reflects the real working arrangement.

Can You Stop People From Poaching Your Staff?

Yes, you can often restrict active staff poaching, but the clause should target recruitment approaches rather than ordinary career movement.

An employee poaching clause in NZ is usually called a staff non-solicitation clause or non-poaching clause. It might stop an ex-employee, contractor or supplier from encouraging your employees, contractors or key personnel to leave and work with them or a competing business.

This can be useful if your team has specialist skills, strong client knowledge or industry relationships. It can also matter when you've invested heavily in training.

A reasonable staff non-solicitation clause may cover conduct like:

• approaching your employees with job offers
• encouraging staff to resign
• asking your staff to join a competing business
• using your internal team information for recruitment
• helping another business target your staff

But it shouldn't try to stop every person from ever accepting a job somewhere else. For example, if an employee applies for a publicly advertised role without being approached, that may not be solicitation. If you want the clause to capture that, it becomes broader and may be harder to defend.

For most small businesses, the cleaner approach is to restrict active poaching for a sensible period, rather than trying to control every future employment decision.

What Should A Reasonable Non-Solicitation Clause Include?

A reasonable non-solicitation clause should clearly say who is protected, what conduct is restricted, how long the restriction lasts and why the restriction is linked to your business.

The clause drafting matters. A vague clause can be hard to rely on, while an overly broad clause can invite arguments that it goes too far.

1. A Clear Group Of Protected Clients

Define the clients or customers covered by the clause. This is usually the most important part.

You might limit the clause to:

• clients the person dealt with during the last 6 or 12 months of the relationship
• clients they had material contact with
• clients whose confidential information they accessed
• prospective clients they were actively pitching or negotiating with

A clause covering every past, present and future client of your business, whether or not the person knew them, may be difficult to justify.

2. A Sensible Time Period

There's no fixed New Zealand rule that says a non-solicitation clause must be exactly three months, six months or 12 months. The right period depends on the role, the industry and how long your client relationships remain sensitive.

Common periods include:

• 3 months for shorter relationships, junior roles or lower risk positions
• 6 months for client-facing roles where relationships and confidential information matter
• 12 months for senior roles, key account roles or businesses with long sales cycles

Longer periods can sometimes be justified, but they need a strong reason. If your client relationships renew monthly, a two year restraint may look excessive. If you're protecting annual tender cycles or high-value contracts, a longer period may be easier to explain.

3. A Limited Type Of Conduct

Say exactly what the person can't do. For example, they must not solicit, canvass, approach or entice away protected clients for competing goods or services.

You may also want to cover indirect conduct. This can stop someone from asking a new employer, business partner or friend to make the approach for them.

Be careful with words like deal with or accept work from. Those words may create a non-dealing restraint, which is broader than a non-solicitation restraint. Sometimes that's appropriate, but it needs a separate reason.

4. A Link To Confidential Information

Non-solicitation clauses work best when they sit alongside strong confidentiality and intellectual property clauses.

If someone can use your customer list, pricing strategy, client notes and renewal dates, a client non-solicitation clause has a clearer business purpose. Your agreement should spell out that this information belongs to your business and can't be used outside the relationship.

5. Separate Clauses For Clients And Staff

Client non-solicitation and staff non-solicitation protect different interests. It's usually cleaner to have separate clauses for each, rather than one long restraint that tries to cover everything.

That way, if one part is challenged, the other part is easier to read and defend on its own.

What Does Good Non-Solicitation Wording Look Like?

Good non-solicitation wording is specific, proportionate and connected to the person's actual role or access.

There isn't one magic sentence that works for every business. A clause for a senior salesperson in a SaaS company should look different from a clause for a casual retail employee, a cleaning subcontractor or a wholesale supplier.

As a starting structure, your clause might cover:

• Who is restricted: the employee, contractor, supplier or service provider.
• Who is protected: clients, customers, prospective clients, employees, contractors or key personnel.
• The connection required: people they dealt with, learned about or accessed confidential information about during the engagement.
• The restricted conduct: soliciting, canvassing, approaching, enticing away or encouraging termination.
• The restraint period: a defined time after the relationship ends.
• The business scope: competing goods or services, or work similar to what they provided for you.

For example, a narrower clause might say the person must not, for six months after the agreement ends, directly or indirectly solicit clients they had material dealings with in the previous 12 months for services that compete with your business.

That kind of drafting is usually easier to justify than saying they must not contact any person connected with your business for any reason for two years.

Some agreements also use cascading restraints, where different time periods or client groups are set out as separate options. These need careful drafting. If they're confusing or obviously excessive, they may not help.

Common Drafting Mistakes That Make Clauses Harder To Enforce

The most common mistake is trying to make the clause do too much.

It's understandable. If you've built your client base from scratch, the idea of someone walking away with those relationships feels personal. But from a legal perspective, a targeted clause is usually stronger than an aggressive one.

Watch out for these issues:

• No real client connection: the clause covers clients the person never met, never serviced and knew nothing about.
• Too long: the period goes well beyond what you need to protect goodwill or confidential information.
• Too broad geographically: the clause restricts a whole country or region when your actual market is much narrower.
• No difference between roles: junior, senior, client-facing and back-office roles all get the same restraint.
• Confusing wording: the clause doesn't clearly explain what counts as solicitation.
• No supporting confidentiality clause: the agreement doesn't properly protect customer lists, pricing, proposals or internal systems.
• Added after the relationship starts without care: for employees, changing key employment terms needs genuine agreement and a proper process.

Another issue is using non-solicitation clauses in a way that affects competition between businesses. Some business-to-business arrangements, especially broad no-poach or customer allocation arrangements between competitors, can raise issues under the Commerce Act 1986. If a clause looks like it's dividing markets or stopping ordinary competition rather than protecting a specific relationship, get advice before using it.

Templates can be a useful starting point, but they often miss the practical details that make a restraint reasonable for your business. The wording works best when it's tailored to the role, client access and risk you're actually dealing with.

What Documents Should You Use?

You should put non-solicitation obligations in the main agreement that governs the relationship, and support them with confidentiality and IP protections.

Depending on the relationship, that might be:

• Employment agreements for employees, with role-specific client and staff restraint clauses.
• Contractor agreements for freelancers, consultants and subcontractors who deal with your clients.
• Supplier agreements where a supplier gets access to your customer relationships, pricing or sensitive business information.
• Service agreements for B2B relationships where client ownership and referral boundaries need to be clear.
• Confidentiality agreements where someone gets sensitive information before a formal engagement is signed.
• Shareholders agreements where founders or key shareholders have access to clients, staff and trade secrets.

If you're an employer, it's also worth checking your employment agreements more broadly. A restraint clause won't fix gaps in confidentiality, IP ownership, notice periods, garden leave, return of property or post-employment obligations.

For companies, make sure your agreements match how your business is actually structured. Your registered company details, NZBN and trading names should be consistent, and your contracts should be signed by the correct entity. Small mistakes here can make things messier later.

Key Takeaways

• Non-solicitation clauses can be enforceable in New Zealand, but they need to protect a legitimate business interest and be reasonable.
• Client non-solicitation clauses are usually stronger when they only cover clients the person actually dealt with or learned confidential information about.
• Staff poaching clauses should focus on active recruitment or encouragement to leave, not ordinary career movement.
• Contractor and supplier restraints can help protect your client base, but the whole agreement should match the real working arrangement.
• Shorter, clearer and more targeted clauses are usually more useful than broad restraints that try to stop all competition.
• Confidentiality, IP and return of property clauses often do just as much work as the non-solicitation wording itself.

If you'd like help with drafting non-solicitation clauses, reviewing your employment and contractor agreements, or protecting your client relationships and confidential information, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.