Businesses have a valid interest in protecting their trade secrets and other confidential information. Employees have a valid interest in being employed once they leave that business. A good non-solicitation agreement should recognize both of these interests, but they often lead to litigation.
Florida law recognizes the importance of non-solicitation agreements and their necessity. But in doing so, the state also puts limitations on them – if Florida’s requirements are not met, the agreement can be challenged by the employee.
Get it in writing
A non-solicitation agreement must be in writing and signed by the employee. As a practical matter, it should also be clearly written – ambiguous language is nothing more than an opportunity for disagreement.
Legitimate business interest
For the agreement to be enforceable, it must serve a legitimate business interest of the employer. That interest could be trade secrets, marketing areas, customer relationships or any other issue the business has a right to protect. However, it is not enough just to claim an interest; it is up to the business to be able to prove the interest is valid should the agreement be challenged.
Scope and duration
The specific contractual restraint in the agreement must be reasonably necessary to protect the legitimate business interest. Again, it is the responsibility of the business to show that the restraint achieves this goal. Its scope cannot be overly broad, thereby covering a geographic area which is too large, and its duration cannot encompass too long of a timeframe.
Ultimately, a well-drafted non-solicitation agreement will be carefully tailored to meet the needs of the business and its specific industry. But consideration of the above requirements will help ensure that it serves its purpose without creating discord among employees.