Non-solicitation

Definition

A clause barring a seller from luring away the staff or customers.

Why It Matters

Where a non-compete stops the seller from opening a rival, a non-solicitation protects the two assets a buyer most depends on keeping: the staff who run the business and the customers who pay it. A weak or short clause lets a departing owner quietly rebuild their old book, so its scope and length deserve as much attention as the price.

In numbers: The seller's non-compete keeps them from opening across town; the non-solicitation keeps them from calling the top 20% of customers and the two best technicians, which is what actually protects year one.