Non-Solicitation Agreements in Missouri

Whether you are an employer trying to protect the relationships your business spent years building, or an employee asked to sign — or accused of poaching customers or coworkers — the enforceability of a Missouri non-solicit turns on specific, well-developed rules. This guide explains what a non-solicitation agreement covers, how it differs from a non-compete, what RSMo § 431.202 says, the reasonableness test Missouri courts apply, what counts as consideration, and what remedies are available when one of these agreements ends up in court.

What is a non-solicitation agreement?

A non-solicitation agreement is a promise — usually part of an employment contract or a separate document — that the employee will not solicit certain people after the employment relationship ends. There are two main flavors, and an agreement may include one or both:

• Customer non-solicitation. The worker agrees not to solicit, divert, or do business with the employer's customers (and sometimes suppliers or referral sources). This protects the goodwill the employer built with those relationships.
• Employee non-solicitation (anti-raiding). The worker agrees not to solicit, recruit, or hire away the employer's other employees, protecting its stable, trained workforce from being poached.

The key word is solicit. A non-solicit restricts reaching out to and pursuing protected relationships — it does not, by itself, stop the former employee from working in the same field. That narrower reach is why courts treat non-solicits more favorably.

How is a non-solicit different from a non-compete?

These covenants are frequently bundled together and confused, but they restrain different conduct:

• Non-compete. Bars the employee from working for a competitor for a period within a geographic area. This is the most restrictive covenant and the most heavily scrutinized, because it can prevent someone from earning a living in their field.
• Non-solicitation. Bars the employee only from soliciting customers or employees — not from competing generally. The former employee can usually take a competing job; they simply cannot pursue the protected relationships.
• Confidentiality / non-disclosure (NDA). Bars the use or disclosure of trade secrets and confidential information. This restricts mobility least and is broadly enforceable.

Because a non-solicit intrudes far less on the employee's right to earn a living, Missouri courts are generally more willing to enforce it than a full non-compete. A narrowly drawn non-solicit paired with a strong NDA often protects the real interest with less litigation risk.

What does RSMo § 431.202 say about non-solicitation?

Missouri's restrictive-covenant statute, RSMo § 431.202, speaks directly to non-solicitation and confidentiality covenants. In broad terms, the statute provides that a reasonable covenant is enforceable and not an unlawful restraint of trade when it protects one or more recognized interests, including:

• The employer's confidential or trade secret business information;
• The employer's customer or supplier relationships, goodwill, or loyalty; and
• A legitimate interest in a stable workforce (the basis for employee non-solicitation, or "anti-raiding," provisions).

The statute generally treats covenants up to defined durational periods as reasonable for protecting these interests. For example, Missouri law generally treats an agreement not to solicit, recruit, or hire an employer's employees as reasonable when its duration is no more than one year.

Two important limits round out the picture. First, the statute does not make a covenant enforceable against an employee who provides only secretarial or clerical services. Second, § 431.202 works alongside, not instead of, the common-law reasonableness analysis: even a covenant the statute blesses must still be reasonable in time, scope, and (where relevant) geography. Because the precise statutory periods can be technical, confirm the current text for your specific covenant.

The common-law reasonableness test

Beyond the statute, Missouri courts evaluate a non-solicitation covenant under a familiar reasonableness framework, balancing the employer's legitimate interest against the employee's right to earn a living and the public interest. A non-solicit is generally enforceable only when each of these is satisfied:

• A protectable interest. The employer must be protecting something the law recognizes — customer goodwill, supplier relationships, trade secrets, or confidential information — not merely shielding itself from ordinary competition. A covenant aimed at suppressing competition rather than protecting a real relationship is an unlawful restraint of competition.
• Reasonable scope. The restriction should reach only the customers or employees the worker actually had contact with or learned about through the job — not every customer the company has ever had.
• Reasonable duration. The covenant must last no longer than necessary to protect the interest. Shorter terms (often around one year) are the safest; longer terms face increasing scrutiny.
• Reasonable geography (when applicable). Customer non-solicits are frequently defined by the customer relationship itself rather than by a map, which can make a geographic limit unnecessary. Where used, geography must match the area where the employer actually does business or the employee had contact.
• Adequate consideration. The employee must have received something of value in exchange for the promise (discussed below).
• Consistency with the public interest. Enforcement must not unduly harm the public — for example, by cutting off needed services.

No single factor is decisive. The unifying principle is necessity: the covenant can be only as broad and long as is genuinely needed to protect the interest at stake.

Goodwill versus restraint of competition

The distinction Missouri draws is central. Protecting the goodwill of customer relationships an employee personally cultivated, using the employer's resources, is a legitimate interest the law will defend. Preventing a former employee from competing at all, or from serving customers they never dealt with, is an unlawful restraint of competition that courts will not enforce. A well-drafted non-solicit stays on the goodwill side of that line.

A worked example

Consider a regional commercial-cleaning company. A sales manager signs an agreement promising that, for one year after leaving, she will not (a) solicit any customer she personally serviced, or (b) recruit the company's employees to a competitor. She leaves to join a rival firm.

• Taking the competing job: Generally permitted. A non-solicit, unlike a non-compete, does not bar her from working for a competitor.
• Soliciting her former accounts: Likely a breach. Reaching out to the specific customers she managed is the heart of the protected goodwill, and a court is likely to enforce a one-year, account-specific restriction.
• A former customer who calls her unprompted: Murkier. Many courts distinguish active solicitation from merely accepting business a customer initiates, though the wording controls — some covenants bar "doing business with," not just "soliciting."
• Recruiting her old coworkers: Likely a breach. An anti-raiding clause limited to one year is the kind RSMo § 431.202 treats as reasonable.

The example shows why the precise wording matters as much as the label: "solicit," "divert," and "do business with" are not interchangeable.

Enforceability factors Missouri courts weigh

When a non-solicit is challenged, Missouri courts look hard at the following:

• A genuine protectable interest — actual customer goodwill, confidential information, or a stable-workforce interest, not a bare desire to avoid competition.
• Scope tied to the worker's actual contacts — covenants limited to relationships the employee personally handled fare far better than blanket bans.
• A reasonable duration — terms the statute and case law treat as reasonable (often around one year) are the safest; longer terms invite challenge.
• Adequate consideration — a covenant unsupported by consideration can fail entirely.
• Consistency with the public interest — courts weigh whether the restriction unduly deprives the public of services or a worker of a livelihood.

These factors are evaluated together. A short, account-specific non-solicit backed by clear consideration is the easiest covenant to uphold; a long, all-customers ban with no consideration is the hardest.

Does the employee have to get something in return? (consideration)

Yes. Like any contract, a non-solicitation agreement must be supported by consideration — the employee must receive something of value in exchange for the promise. In Missouri:

• At hiring. An offer of initial employment is valid consideration for a covenant signed at the start of the job.
• During employment. Missouri recognizes that continued at-will employment can be sufficient consideration for a covenant signed after the job begins — so an existing employee who signs a new non-solicit and keeps working has generally received consideration. Access to confidential information, customer relationships, training, or a raise can reinforce it.

Because mid-employment covenants can be fact-specific, both sides should pay attention to what the employee actually received when the agreement was signed.

Special rules for soliciting at-will employees

The protectable interest behind an anti-raiding clause is the employer's investment in a stable, trained workforce — not customer goodwill. RSMo § 431.202 supports these covenants and generally treats a restriction of no more than one year as reasonable.

A recurring wrinkle is that the coworkers being protected are usually at-will employees, free to leave whenever they wish, so a departing employee may argue there is no protectable interest in workers who could quit anyway. Missouri's answer, broadly, is that the employer can still protect against a former employee actively recruiting or soliciting those at-will workers away — the covenant restrains the departing employee's conduct (the active raiding), not the remaining employees' freedom to leave on their own. The clause must still be reasonable in duration and scope.

What if the agreement is too broad? (blue-penciling)

Missouri follows a "blue-pencil" or modification approach. Rather than automatically voiding a covenant that reaches too far, courts — supported by RSMo § 431.202 — may modify an unreasonable restriction, for example by shortening its duration or narrowing the customers or employees it covers, and enforce it as modified.

This cuts both ways:

• For employees , an overbroad non-solicit is not necessarily a free pass — a court may simply trim it and enforce the reasonable core.
• For employers , it reduces the all-or-nothing risk of drafting, but is not a license to overreach. Courts modify covenants reasonable enough to be salvaged; a covenant whose core purpose is an unlawful restraint of competition may still fail entirely.

What remedies are available?

When a non-solicit is breached, an employer may pursue several remedies, and these disputes often move quickly because the alleged harm — lost customers or poached staff — is ongoing:

• Injunctive relief. Employers frequently seek a temporary restraining order (TRO) and a preliminary injunction to stop continued solicitation while the case proceeds. To win, the employer generally must show a protectable interest, a reasonable covenant, a likelihood of success, and irreparable harm.
• Damages. An employer may seek monetary damages for losses caused by the breach — for example, profits lost when diverted customers took their business elsewhere.
• Trade-secret remedies. Where the solicitation involved misuse of customer lists or confidential information, the employer may have separate claims for trade-secret misappropriation, independent of the covenant.

Because injunction timelines are measured in days, both sides should seek advice immediately when a dispute arises.

Practical guidance for employers and employees

For employers drafting a non-solicit, restraint usually beats reach:

• Tie the restriction to real relationships — the specific customers or employees the worker actually dealt with — not every contact the company has.
• Keep the duration within the period Missouri treats as reasonable , and pair the non-solicit with a strong NDA to protect confidential information without restricting mobility.
• Provide clear consideration , and exclude clerical-only roles, which the statute does not allow you to bind.

For employees asked to sign:

• Read it before you sign, and keep a copy. Understand whether it restricts soliciting customers, employees, or both.
• Check the definitions of "solicit" and "customer." A clause barring you from "doing business with" anyone is far broader than one barring active solicitation of accounts you managed.
• Negotiate scope — limit the restriction to customers you personally serviced and to a reasonable term — and track what you received for signing.

Frequently Asked Questions