Is My Non-Solicitation Agreement Enforceable in Ontario?
Non-solicitation clauses are not banned the way non-competes are, but they still have to be reasonable to hold up. Here is when your non-solicit can actually be enforced.
Key takeaways
- Non-solicits are not banned the way most non-competes now are.
- They are enforceable only if reasonable in scope, time, and geography.
- They must protect a legitimate proprietary interest, not just block competition.
- Overbroad or ambiguous clauses are frequently unenforceable.
- A non-solicit is narrower than a non-compete and easier to defend.
In this article
A non-solicitation clause tries to stop you, after you leave, from going after your former employer's clients, customers, or employees. Unlike most non-competes, non-solicits are not banned in Ontario, but that does not mean yours is automatically enforceable. Courts are cautious about anything that limits how you earn a living. Here is when a non-solicit actually holds up.
✅Quick answer. A non-solicitation clause can be enforceable in Ontario, but only if it is reasonable: limited in what it prohibits, how long it lasts, and (where relevant) its geographic reach, and only if it protects a legitimate proprietary interest like established client relationships or confidential information. If it is overbroad, vague, or really a disguised non-compete, courts often refuse to enforce it. And note the contrast: most non-competes are now banned outright under Ontario law, while non-solicits remain allowed if reasonable.
A non-solicit is not a non-compete
This distinction matters a lot. Ontario law now generally prohibits non-compete agreements for employees, with narrow exceptions. Non-solicitation clauses are different and remain permissible, because they are narrower: they do not stop you from working in your field or for a competitor, they only restrict you from actively going after specific clients or staff. Because they are less restrictive, courts are more willing to enforce a reasonable one. See our guide on non-competes.
What makes a non-solicit reasonable
- Legitimate interest: it must protect something real, like relationships with actual clients you dealt with or genuine confidential information, not just shield the employer from ordinary competition.
- Limited duration: a defined, modest time period is far more defensible than an indefinite or very long one.
- Limited scope: targeting clients or employees you actually had contact with is more enforceable than a blanket ban on the entire customer base.
- Clarity: the clause must be unambiguous. If a court cannot tell exactly what is prohibited, it may refuse to enforce it rather than rewrite it.
When it is likely unenforceable
Non-solicits fail when they overreach. A clause that bars you from dealing with anyone who was ever a client, that lasts an unreasonable length of time, that has no real connection to a proprietary interest, or that is so broadly worded it effectively stops you from working, is vulnerable. Courts generally will not narrow an overbroad restrictive covenant to make it reasonable; they tend to strike it. So a clause that tries to grab too much can end up protecting nothing.
What should you do about a non-solicit?
- 1.Read exactly what is prohibited, for how long, and over what area or client group.
- 2.Ask whether it protects a real interest or just tries to block competition.
- 3.Do not assume it is enforceable, and do not assume it is void; the wording decides it.
- 4.Before you rely on it being unenforceable, or sign one, get it reviewed.
Restrictive covenants are technical, and small wording differences change the outcome. See non-competes in Ontario and competing and soliciting after you leave, and if a non-solicit is affecting your next move or a departure, a review is worth it. See also severance pay in Ontario.
Frequently asked questions
Are non-solicitation agreements legal in Ontario?
Yes, unlike most non-competes, non-solicits are not banned. They are enforceable if reasonable in scope, duration, and geography and if they protect a legitimate proprietary interest. Overbroad or ambiguous ones are often struck down.
What is the difference between a non-solicit and a non-compete?
A non-compete tries to stop you from working in your field or for a competitor and is now largely banned in Ontario. A non-solicit only restricts you from going after specific clients or employees, is narrower, and remains enforceable if reasonable.
When is a non-solicitation clause unenforceable?
When it overreaches: an indefinite or overly long term, a blanket ban on the entire client base, no connection to a real proprietary interest, or vague wording. Courts usually strike overbroad covenants rather than narrowing them.
Can my old employer stop me from taking clients?
Only if the non-solicit is enforceable and you are actively soliciting protected clients. A reasonable, clear clause protecting real relationships can bind you, but an overbroad one may not. Get the specific clause reviewed before acting.
Daniel Carter
Legal Writer, Mirza Law
Daniel Carter is a legal writer at Mirza Law in Toronto. He writes about layoffs, employment contracts, and the steps to take before you sign anything from your employer.
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