Non-Solicitation Periods In New Zealand: Clause Essentials And Time Limits

When you’re running a small business, relationships are everything. Your customers trust your team. Your suppliers know your preferences. Your staff might even be the “face” of your brand.

So it’s completely understandable to worry about what happens if a key employee, contractor, or business partner leaves and then starts approaching your clients (or your other staff) the next week.

That’s where a well-drafted non-solicitation clause comes in. In New Zealand, these clauses often include a non solicitation period (sometimes written as a “non-solicitation period”) that sets out how long the departing person must not solicit your customers, staff, or other business connections.

In this guide, we’ll break down what a non solicitation period is, what a strong clause should include, how long it can last, and the practical steps you can take to protect your business from day one.

What Is A Non Solicitation Period (And Why Does It Matter For Small Businesses)?

A non solicitation period is the timeframe where a person (usually a former employee, contractor, shareholder, or seller of a business) agrees they won’t actively approach or “poach” certain people connected to your business.

In practice, a non-solicitation clause is designed to protect your legitimate business interests, such as:

• Customer relationships (particularly where the departing person built strong relationships with clients through your business)
• Your workforce (so one departure doesn’t turn into a mass exit)
• Commercial connections like suppliers, referral partners, or distributors
• Goodwill (especially when you’ve invested time and money into your brand and reputation)

For a small business, the risk can be more concentrated. One person leaving can mean a meaningful chunk of your revenue, a key client relationship, or the operational knowledge that keeps your business running smoothly.

It’s also important to understand what non-solicitation doesn’t do. A non-solicitation clause generally doesn’t stop someone from working for a competitor altogether (that’s more like a “non-compete”). It focuses specifically on active approaches to your clients or staff.

If you’re putting protections in place for team members, it often makes sense to start with a properly drafted Employment Contract and then include tailored restraint clauses where they genuinely fit the role.

When Should You Use A Non-Solicitation Clause In NZ?

Non-solicitation clauses pop up in a few common situations. The right wording (and the right non solicitation period) depends heavily on why you’re using it.

1) Employees And Senior Team Members

If an employee has direct client responsibility, access to pricing strategies, or manages other staff, a non-solicitation clause can be a sensible way to reduce risk when they leave.

For employees, these clauses are usually included in the employment agreement itself, or within a restraint-of-trade section.

In many cases, businesses also include a confidentiality obligation alongside the restraint (because client lists, pricing, and sales pipelines can be commercially sensitive). A clear Confidentiality Clause can help reinforce that the information and relationships built inside your business aren’t “free to take” when someone exits.

2) Contractors (Including Sales Contractors And Business Development)

If you use contractors (for example, sales agents, consultants, or marketing specialists) they may be just as capable of taking clients with them-especially if they’ve been the main point of contact.

Because contractors aren’t employees, you should avoid relying on employment-style assumptions. Put your protections directly into the contractor agreement, including a clearly defined non solicitation period and scope.

3) Shareholders, Co-Founders, And Business Partners

If someone is leaving a company they part-own, the risk often isn’t just client poaching-it can also involve splitting teams, diverting opportunities, or soliciting key staff to join a competing venture.

This is why it’s common for a Shareholders Agreement to include restraints around solicitation, confidentiality, and what happens when someone exits.

4) Selling Or Buying A Business

Non-solicitation clauses are also common in business sale deals. If you’re buying a business, you’re often paying (in part) for goodwill-so you’ll want confidence that the seller won’t immediately approach the same customers after settlement.

Business sale restraints are often treated differently to employment restraints, and can sometimes justify longer timeframes (more on this below). This is also where a well-drafted Asset Sale Agreement (or share sale documents) typically includes specific restraint terms.

What Should A Non-Solicitation Clause Include (So It’s Practical And Enforceable)?

A non-solicitation clause isn’t just about picking a number of months and hoping for the best. If it’s vague, overly broad, or not connected to a real business interest, it may be difficult to enforce.

While enforceability depends on the full context, here are the key building blocks your clause should typically cover.

1) Who Is Restricted?

Be specific about who the clause applies to. For example:

• The employee or contractor personally
• Their company (if they provide services through an entity)
• Whether the restriction also covers indirect actions (e.g. soliciting through someone else)

This is especially important for contractors and consultants who might operate through a company structure.

2) Who Can’t They Solicit?

This is where many clauses become too broad. Instead of “any customer we’ve ever had”, you’ll usually want a definition linked to something reasonable, such as:

• Clients the person dealt with (or had material contact with) in the last X months
• Prospective clients they were actively negotiating with
• Key staff members employed at the time of exit (or within a defined period)
• Specific categories such as “senior employees” or “sales staff” (if staff poaching is the main risk)

The more the clause matches the reality of the person’s role and influence, the easier it is to justify.

3) What Counts As “Solicitation”?

In plain terms, “solicitation” usually means actively approaching someone to try to win their business or recruit them.

A strong clause should make it clear whether it covers:

• Direct contact (calls, emails, messages, meetings)
• Indirect contact (asking someone else to approach your clients)
• Marketing aimed at specific clients (for example, targeted LinkedIn messages)
• Staff recruitment approaches (offering roles to your employees)

There’s often a big practical difference between general advertising (like posting “we’re hiring” online) and direct approaches to your team. Your clause should reflect that difference.

4) The Geographic Scope (If Any)

Many non-solicitation obligations don’t need a geographic limit because they’re focused on people (your clients, your staff), not a territory.

That said, if you do include a location element, keep it tied to where you actually operate, and where the person actually worked.

5) The Non Solicitation Period

This is the part most business owners focus on: how long should the restriction last?

The best approach is to pick a timeframe that genuinely matches the risk you’re trying to manage-like the time it would take you to:

• transition client relationships to another team member
• rebuild your sales pipeline
• replace and train a key staff member
• protect the goodwill you paid for in a business purchase

We’ll go deeper on timeframes next.

If you’re also considering a broader restraint, you may be looking at a Non Compete Agreement style clause as well. Just keep in mind non-competes are typically harder to justify than non-solicitation terms, so it’s important to tailor them carefully.

How Long Can A Non Solicitation Period Last In New Zealand?

There isn’t a single “legal maximum” number of months under New Zealand law that applies to every business. Instead, restraint clauses (including non-solicitation terms) are assessed based on reasonableness.

In general terms, the longer the non solicitation period, the more you’ll need to justify it by showing it’s necessary to protect legitimate business interests.

The General Rule: It Must Be Reasonable

New Zealand courts have traditionally treated restraints of trade cautiously-particularly in employment contexts-because they restrict someone’s ability to earn a living.

That doesn’t mean restraints can’t be enforceable. It just means they should be:

• connected to a real business interest (not just “we don’t want competition”)
• no wider than necessary in duration, scope, and the people covered
• appropriate for the role (senior sales manager vs junior staff member)

Because these issues are very fact-specific, it’s usually worth getting tailored advice through something like Restraint Of Trade Advice before relying on a clause as your main protection.

Common Timeframes For Non-Solicitation (Practical Guidance)

While every situation is different, here are timeframes that are sometimes used as a starting point in NZ business agreements (but whether they’re appropriate and enforceable depends on the circumstances):

• 1–3 months: Often used for junior roles or where the person’s client influence is limited and relationships can be transitioned quickly.
• 3–6 months: Common for many roles where the person had meaningful client contact, and you need time to stabilise accounts and handover relationships.
• 6–12 months: More common for senior employees, key account managers, or roles with high client dependency (where client cycles are longer).
• 12+ months: Sometimes used for very senior executives or specialised roles, but it usually needs strong justification and careful drafting. Overly long periods can be harder to enforce.

For business sales, longer restraints can sometimes be more acceptable because the seller has (typically) received value for the goodwill they’re agreeing not to undermine.

That said, even in a sale context, you still want a restraint that is tailored and commercially sensible-because an unreasonable clause can still cause headaches in negotiations, financing, or enforcement.

What Makes A Longer Non Solicitation Period Easier To Justify?

If you’re aiming for the longer end of the scale, it helps if the clause matches things like:

• Long sales cycles (e.g. enterprise B2B, annual renewals, tender-based contracts)
• High-trust relationships where the person was the main relationship manager
• Access to strategic information (pricing, pipeline, customer purchasing patterns)
• Specialised services where clients follow the individual rather than the brand

On the other hand, if your customer base is broad and transactional (for example, retail), and relationships are less personal, a long non solicitation period may be much harder to justify.

How Do You Make A Non-Solicitation Clause Work In The Real World?

Even a well-drafted clause can fall flat if it doesn’t match how your business actually operates. The goal isn’t to create a “scary” restraint-it’s to create a clause that’s realistic, fair, and protective.

Step 1: Map Your Key Relationships

Before you draft anything, get clear on what you’re actually protecting. Ask yourself:

• Which roles in my business have the strongest client influence?
• Which customers would hurt the most to lose?
• Who has access to pricing, proposals, and sales pipeline data?
• Which employees are “key staff” we can’t afford to have poached?

This helps you avoid using a one-size-fits-all approach (which is where many clauses become unreasonably broad).

Step 2: Pair Non-Solicitation With Strong Confidentiality And IP Terms

If someone can’t solicit your clients, but they can take your customer list, pricing, templates, or internal playbooks, you still have a risk.

For many small businesses, a combined approach works best:

• Confidentiality obligations (during and after the engagement)
• Clear ownership of documents, systems, and business IP
• Non-solicitation obligations targeted at clients and/or staff

Step 3: Use The Right Document For The Relationship

This sounds obvious, but it’s a common trap: using the wrong contract template for the relationship you actually have.

• Employees should have an employment agreement (not a contractor agreement).
• Contractors should have contractor terms that fit how they work and what they access.
• Co-founders/shareholders should have company documents that reflect exit and competition risks.

Getting the foundations right early can save you serious stress later-especially if a relationship ends unexpectedly.

Step 4: Plan For The Exit Process

If someone leaves, how you manage the transition matters. Practical steps can reduce the chances of solicitation and strengthen your position if there is a dispute, such as:

• reminding the person (in writing) of their ongoing obligations
• reassigning client accounts quickly and professionally
• changing access to systems and customer databases
• documenting any suspicious conduct early

If a relationship ends on difficult terms, a properly documented exit can be crucial, and sometimes this is supported by a Deed Of Settlement that records the agreed post-exit obligations.

Key Takeaways

• A non solicitation period is the timeframe where a departing employee, contractor, or business seller agrees not to actively approach your customers, staff, or other protected contacts.
• In New Zealand, non-solicitation clauses need to be reasonable and connected to a legitimate business interest (like protecting client relationships and goodwill).
• A practical non solicitation period is often around 3–6 months for many roles, with 6–12 months sometimes used for senior or relationship-driven positions (but it depends on the facts and must still be reasonable).
• Your clause should clearly define who is restricted, who they can’t solicit, what solicitation means, and how long the restriction lasts.
• Non-solicitation works best when paired with strong confidentiality and properly drafted agreements (rather than generic templates).
• Because enforceability is highly context-specific, getting tailored legal advice before relying on a restraint clause can save you time, cost, and uncertainty later.

If you’d like help drafting or reviewing a non-solicitation clause (including setting the right non solicitation period for your business), you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.