Employment Law

Are Non-Solicitation Agreements Enforceable in California?

By Ingrid Rainey · March 17, 2026 · 8 min read

Updated July 29, 2026

Editorial photo illustrating Non-Solicitation Agreements in California: What Survives the Ban

Employers routinely assume the non-compete ban leaves non-solicitation clauses intact. In California, that assumption is mostly wrong. Business and Professions Code 16600 voids restraints on lawful professions, and California courts have applied it to customer non-solicitation provisions and, in significant decisions, to employee non-solicitation provisions as well. SB 699 and AB 1076 sharpened the consequences: void clauses are unenforceable regardless of where or when signed, and attempting to enforce them is itself a violation with a fee-shifting remedy.

Key takeaways

Customer non-solicitation clauses in employment agreements are generally void in California.
Employee non-solicitation — anti-raiding — clauses have been struck down in leading California decisions.
Out-of-state choice of law and venue clauses generally do not save the restriction for California employees.
Trade secret law, confidentiality obligations, and sale-of-business exceptions remain available.

Why the clause usually fails

Section 16600 does not ask whether the restraint is reasonable. If the provision restrains the employee from engaging in a lawful profession, trade, or business, it is void unless a statutory exception applies. That is a categorical rule, and it is why reasonableness arguments imported from other states do not travel.

SB 699 makes the void clause unenforceable even if it was signed in another state while the employee worked elsewhere. AB 1076 required employers to notify affected current and former employees that such clauses are void, and made inclusion of a void clause an unfair business practice.

What still protects the business

Trade secret misappropriation claims under the California Uniform Trade Secrets Act and the federal DTSA.
Confidentiality agreements limited to genuine confidential information, not general skill and knowledge.
Sale-of-business and partnership-dissolution non-competes within the statutory exceptions.
Contractual duties owed by the employee during employment, including the duty of loyalty.
Practical measures: access controls, exit interviews, forensic review of device activity before departure.

Have a question about your situation?

Rainey Law P.C. advises San Diego businesses and employees on matters like this one.

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Drafting confidentiality that does not overreach

A confidentiality clause defined so broadly that it functions as a non-compete invites the same fate as the non-compete. Define confidential information by category, exclude information that becomes public or that the employee already knew, and avoid perpetual restrictions on using general industry knowledge.

Whistleblower and DTSA immunity language belongs in the agreement, along with the acknowledgment that nothing prevents reporting to a government agency. Overbroad non-disparagement and confidentiality terms in separation documents carry their own California-specific limits.

If a former employee is taking customers

The analysis shifts from the contract to the conduct. Did the departing employee take a customer list, pricing model, or pipeline data that qualifies as a trade secret? Was there a coordinated departure using company resources? Those facts support real claims; general competition does not.

Move quickly on preservation — device images, email logs, download records — because delay both weakens the trade secret claim and undercuts any request for injunctive relief.

Frequently asked questions

Can we include a non-solicit if the employee is in another state?

For employees who work in California, the ban applies regardless of choice-of-law language. For genuinely out-of-state employees, that state's law may govern — get jurisdiction-specific advice.

Are non-solicits in a business sale enforceable?

Within statutory limits, yes. Restrictions tied to the sale of goodwill or an ownership interest are the recognized exception and should be drafted to fit it precisely.

What is the risk of leaving old clauses in our templates?

AB 1076 treats including or attempting to enforce a void clause as an unfair business practice, and prevailing employees may recover attorney's fees. Clean the templates.

Does the ban cover independent contractors?

Section 16600 reaches restraints on engaging in a lawful profession broadly, and contractor agreements are not automatically outside it.

This article is general information, not legal advice, and does not create an attorney-client relationship. Outcomes depend on the facts of each matter.

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