In a non-solicitation contract, who is considered to be the ‘customer’?

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In a non-solicitation contract, who is considered to be the ‘customer’?

When is an individual legally considered to be a ‘customer’ in terms of a non-
solicitation contract?

I signed a non-solicitation contract with an employer valid for 1 year after leaving
the company. I parted ways recently. The contract states ‘…you are not allowed
to directly or indirectly solicit or accept a solicitation for business from a
CUSTOMER of Company X within a 30 mile radius…’

1. If the company contacted other companies or individuals to market or
attempt to sell their services but never actually did any transaction or delivered
any service, and even though they might be recorded in the company’s internal
database, are they technically considered as a ‘customer of company X’ or are
they just potential customers?

2. Also, if I am a recruiter, do I need to ask every company or candidate that I am
dealing with over the next 1 year, if they have done business with Company X to
make sure they are not a customer? Or in this case does it only pertain to my
new employer not needing to be a customer of Company X?

3. Additionally, if I would place a candidate at a company that Company x whom
I worked for did is doing business with, will that be an infringement on the non-
solicitation contract?


Asked on February 15, 2019 under Employment Labor Law, Florida


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 5 years ago | Contributor

A customer is not just a prospect or a lead: it is someone who actually did businss with your employer. So only those they did business with (e.g. who purchased goods or services from them) are customers.
Soliciting for business means trying to induce or cause a customer of Company X to do business with you or with your new employer, so even if your new employer was not a customer of X, if you are helping them get a customer of X to become their customer, that would violate the agreement. It would not be violated by recruiting someone to work for your new employer, or for or from a customer of X, since that is not "solicting for business"--i.e. it's not causing a customer of X to give business to (buy good or services from) another person or entity. 

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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