Defining Solicitation Sample Clauses

Defining Solicitation. ‌ Both state legislatures and courts have adopted nuanced interpretations of “solicit” within the context of employment agreements. This presents a challenge for multi-jurisdiction employers when drafting and seeking enforcement of non-solicitation agreements.7 In interpreting restrictive covenants, courts typically enforce non-solicitation agreements that include an unambiguous, reasonable, and detailed definition of what constitutes solicitation.8 Absent a clear definition provided in an agreement, however, courts are left to define the meaning of “solicitation” in a non- solicitation agreement, and many courts do not interpret “solicit” to include direct and indirect solicitation, even if the non-solicitation provision includes the term “indirectly.”9 Ecolab, Inc. v. K.P. Laundry Machinery, Inc., 656 X.Xxxx. 894, 896 (S.D.N.Y) (stating that a former employee’s goodbye letters to his former employer’s customers “were actually intended as a first step in the solicitation of the customers on behalf of [the employee’s new employer].”); American Family Mutual Ins. Co. x. Xxxxxxxxx, No. C-08- 1039, 2009 WL 535990, at *17 (N.D. Iowa Mar. 3, 2009) (concluding that a former insurance employee indirectly induced his former employer’s customers to cancel insurance policies by responding to customer inquiries, offering quotes to customers, and helping others to complete cancellation forms).