Employment Discrimination Blog

You’ve just started a new job, excited for a fresh chapter. Then, out of nowhere, your former employer sends you a threatening letter, claiming you’ve violated a non-solicitation clause by contacting their clients. Your stomach drops. Can they really sue you? 

If you’re an employee in Georgia, understanding non-solicitation clauses is critical to protecting your career and peace of mind. This blog explains what these clauses are, whether they’re enforceable in Georgia, the risks of breaking one, and how to protect your employment rights. 

What Is a Non-Solicitation Clause?

A non-solicitation clause is a part of an employment contract that limits what you can do after leaving a job. It typically stops you from reaching out to your former employer’s clients, customers, or coworkers for a certain period. These clauses are standard in industries like sales, consulting, or professional services, where client relationships drive business. For example, if you’re a salesperson, your contract might say you can’t contact the company’s clients for a year after you leave. The goal? To protect the employer’s business interests.

Non-solicitation clauses often include:

• A time limit, like one or two years

• A geographic scope, such as the city or state where the company operates

• Restrictions on recruiting former colleagues to join your new employer

As an employee, these clauses can feel like a leash, limiting your ability to move freely to a new job. But are they enforceable in Georgia? Let’s explore.

Are Non-Solicitation Clauses Enforceable in Georgia?

In Georgia, non-solicitation clauses are governed by the Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.). Courts will enforce these clauses, but only if they’re reasonable and if the employee fits into one of the covered categories—typically those in sales, management, or roles involving confidential business information.

A clause must strike a fair balance between protecting an employer’s legitimate business interests and allowing an employee to earn a living. Georgia courts look at three main factors:

• Time: The restriction shouldn’t last too long. One to two years is usually acceptable.

• Geography: It should only cover areas where the employer actively does business.

• Scope: The restriction must protect legitimate business interests, like trade secrets or client relationships.

If a clause is too broad—say, it bans you from working in your field nationwide for five years—a court might modify it (a process known as “blue penciling”) or throw it out altogether.

Notably, Georgia law focuses on whether the employee initiated the contact. If a former client reaches out to you on their own, without any encouragement, that may not violate a non-solicitation clause. However, even passive conduct—like marketing to a general list that includes former clients—could raise legal concerns depending on the clause’s wording.

Can You Be Sued for Breaking a Non-Solicitation Clause?

Yes. If you contact a former client or recruit a coworker in violation of a non-solicitation clause, your former employer may take legal action. Here’s what that might involve:

• Lawsuit for Breach of Contract: They could sue you for damages, including lost profits from clients they believe you unlawfully took.

• Injunction: A court might order you to stop contacting clients immediately.

• Attorney’s Fees: If your contract includes a fee-shifting provision, you may be liable for their legal costs.

The impact goes beyond the courtroom. A lawsuit can damage your reputation, disrupt your new employment, and cost you valuable time and resources. Often, things start with a cease-and-desist letter.

How to Protect Yourself as an Employee

Facing a non-solicitation clause doesn’t have to be a career roadblock. You can take proactive steps to protect yourself:

• Before signing a contract, read it carefully. If the clause is overly vague or broad, ask questions or consult a lawyer.
  After you leave a job, avoid contacting clients or coworkers listed in the agreement until the clause expires.

• Keep documentation to show that you didn’t initiate contact or solicit business.

• Clarify the clause’s limits—especially its timeframe and geographic reach.

• Involve your new employer early. Let them know about any restrictions so everyone is on the same page.

• If you get a cease-and-desist letter, contact an attorney immediately. They can assess whether the clause is enforceable and help you respond strategically.

Remember, non-solicitation agreements are only enforceable if they meet specific legal standards. And even then, they may not apply to every employee.

Georgia Employment Law Attorneys

Non-solicitation clauses are enforceable only if they’re reasonable, and understanding your rights is the first step to protecting yourself. Whether you’re signing a new contract or facing a dispute, proactive steps can save you from costly legal battles.