Protect Your Team and Your Client Relationships

A non-solicitation agreement stops a former employee, partner, or seller from recruiting your staff or taking your customers. In Florida, a court enforces these promises only when they meet the rules in Fla. Stat. § 542.335. This page explains what that statute requires, what a strong clause includes, and how KEW Legal helps business owners across Miami-Dade and South Florida when someone breaks one.

What Employee Non-Solicitation Protection Covers

Employee non-solicitation stops a former worker from recruiting or hiring your current staff. Client non-solicitation stops a former worker, partner, or seller from soliciting or serving your customers after the relationship ends.

These clauses are often mixed up with others. Here is how they differ:

• Non-compete: limits working for a competitor. It is a broader restriction.
• Non-solicitation: limits recruiting staff or pursuing customers.
• Confidentiality clause: protects private information, such as pricing or customer lists.

This protection matters most for:

• Owners and partners in closely held companies, where a departing co-owner knows the key accounts.
• Companies with sales teams or account managers whose relationships belong to the business.
• Buyers and sellers, when a seller leaves a company with an ongoing customer base.

Kristina E. Wilson is the lawyer responsible for this page. The firm’s lawyers include Kristina E. Wilson and Natalie Martinez.

How Florida Courts Review These Agreements Under Section 542.335

Florida courts enforce a restrictive covenant only if it is in a writing signed by the person it binds. The covenant must also protect a legitimate business interest. The main tests are:

• Signed writing. A court will not enforce the covenant unless the person it binds signed it.
• Legitimate business interest. The statute lists “substantial relationships with specific prospective or existing customers, patients, or clients.” A covenant without a legitimate interest is void and unenforceable.
• Reasonable scope. The restraint must be reasonable in time, area, and line of business.
• It presumes a restraint of more than two years unreasonable. Different time rules apply when the covenant ties to a sale of a business.

If a restraint is too broad or too long, the court shall modify it. The court then grants only the relief reasonably necessary. The statute also tells courts to read a covenant in favor of reasonable protection. Narrowing is not the same as a clean win, so precise drafting still matters.

What a Well-Drafted Non-Solicitation Clause Includes

A strong clause ties each restriction to a real business interest. It also says exactly what is banned.

• The protected interest. Name the customer relationships, account histories, or confidential customer lists the clause protects.
• Defined customers. Define a customer by the employee’s actual dealings during a set period, such as the final stretch of employment.
• Restricted conduct. List soliciting customers, accepting their business, and recruiting or hiring covered employees.
• Time limit. Set a period that fits the statute’s presumptions and the employee’s role.
• Role match. A sales manager’s restriction should fit that job, not every employee.

A dispute can begin when a customer contacts a former employee before raising the issue with the business. A clause that says nothing about that case invites argument. Drafting can close that gap in plain words.

Customer claims have limits too. A business may pursue interference with present or prospective customers, but not with its relationship to the community at large (Ozyesilpinar v. Reach PLC). When an express contract covers the same subject, an unjust enrichment claim based on that relationship will not succeed (Williams v. Johnson).

Enforcing an Employee Non-Solicitation Agreement When Staff or Clients Are at Risk

Start by comparing the signed agreement with what actually happened. A written timeline makes that comparison much clearer.

1. Pull the paperwork. Gather the signed agreement, its date, any amendments, and earlier versions.
2. Collect proof. Save messages, call logs, resignation dates, and records of customer contact.
3. Name the business interest. The court will ask what legitimate interest the clause protects.
4. Check for trade secrets. Florida law says actual or threatened misappropriation of a trade secret may be enjoined. In appropriate cases, a court may also order affirmative acts to protect one (Fla. Stat. § 688.003).
5. Choose the next step. That may be a demand letter or a court filing. A business may ask a court for a temporary order that stops the conduct while the case moves forward. Whether that request succeeds depends on the facts.

Waiting can make the evidence harder to pin down. Act once you see the pattern.

How the Process Works With KEW Legal

The firm offers a free initial consultation that is confidential and carries no obligation to continue.

1. Consultation. Call 305-990-2300 to set up a time. Bring the signed agreement and any messages you have.
2. Document review. The firm reviews the agreement, employment or partnership records, and the business interest involved.
3. Strategy outline. The lawyer lays out drafting options, a demand letter, negotiation, or a court filing.
4. Response. Next steps follow the chosen strategy, including negotiation or litigation when needed.
5. Ongoing support. Outside general counsel work can include drafting new agreements when you hire, promote, or add a partner.

Why Business Owners Work With KEW Legal

KEW Legal is a Florida business law firm that acts as outside general counsel for business owners and investors. The firm has offices in Coral Gables and Sunny Isles Beach and serves Miami-Dade and South Florida.

• Restrictive covenant questions rarely stand alone. They connect to employment law for employers, partnership disputes, business contract and vendor disputes, and business sales or succession.
• Outside general counsel work lets one firm review the agreement, the employee file, and the ownership documents together.
• The firm focuses on business matters, including the commercial lease and commercial eviction work it handles for owners who live abroad.

Frequently Asked Questions About Non-Solicitation Agreements in Florida