A Customer Contacted You First. What Does Your Nonsolicitation Agreement Restrict?

A former customer contacts you after you change jobs. You want to earn a living without provoking a dispute, but your old employer says you are violating a nonsolicitation agreement. Start with the exact conduct the clause restricts and the law governing it. Receiving an inquiry, encouraging a customer to move its business and asking a coworker to join you are different events.

In Sentry Force, a Virginia court explained that its statute distinguished accepting business from a customer who approached the former employee from actively soliciting that customer. The court separately treated an employee-recruitment clause. The ruling illustrates why a demand letter’s single label may obscure important distinctions; it applied Virginia’s 2020 statute, so a California agreement requires its own governing-law review.

Read the verbs and the people covered

Find the part of the signed agreement that describes the prohibited act. Does it address initiating contact, persuading a customer, accepting work, hiring an employee or assisting someone else? Read the definitions and exceptions as well. A clause excluding general advertisements may have a different reach from one directed at a particular customer pitch.

The agreement in Sentry Force separated customer influence from hiring or inducing personnel to leave. It also excluded general advertising and similar marketing from customer solicitation. The court examined those actual provisions, reproduced in Sentry Force. A heading such as “Non Solicitation” was only the starting point.

Who made the first contact—and what happened next?

Keep the complete communication sequence. An incoming request, your response and a later proposal may show different conduct. Explain whether the customer asked for services, whether you had encouraged that request and what you offered afterward. Preserve facts that complicate your account as well as those supporting it.

Under the Virginia provision interpreted in Sentry Force, the customer-contact qualification protected serving a customer when the employee had not initiated contact or solicited it. The court concluded that direct solicitation could be restricted under that statute. The decision therefore gives a reason to examine the whole exchange, rather than assume the first incoming message answers every question about the later conduct.

Customer contact and coworker recruitment need separate review

Do not assume a conclusion about one covers the other. In Sentry Force, the statute’s specific customer qualification narrowed its broad noncompetition definition. There was no corresponding qualification for employee recruitment. On the appeal’s assumed low-wage premise, the customer restriction and the employee restriction received opposite treatment.

The Sentry Force analysis turns on that statute’s words. For your own agreement, counsel needs the actual clauses, the relevant jurisdiction and any law governing the particular work relationship. The result cannot be chosen simply by calling both provisions nonsolicitation clauses.

Explain whether the conduct occurred while you still worked there

Separate contacts during employment from those after departure. Sentry Force alleged that its employee formed a competitor, used pricing information and diverted opportunities while still being paid to work for it. Barrera disputed the allegations. The case included separate loyalty, confidential-information and trade-secret claims as well as the contract issue.

That background shows why a careful account should identify the dates, resources and information involved, rather than address only the post-employment restriction. A customer’s approach is one fact; alleged use of a former employer’s confidential material raises another question. The case analysis of Sentry Force explains the actual threshold ruling and the further proceedings it required.

Preserve the exchange without taking the employer’s files

Keep documents you lawfully possess, including the agreement and demand letter, and ask counsel how to preserve relevant messages or obtain other records. Do not export a customer database, pricing file or personnel records to assemble your own evidence packet. Explain where relevant information is located so counsel can assess a lawful way to obtain it.

At the first review, identify the customer or coworker involved, who contacted whom, the exact proposal and when it occurred. Include the governing-law clause and the date you signed. The useful question is whether this restriction, under the applicable law, reaches these acts—not whether every restriction in a former employer’s letter stands or falls together.