What is Non-Solicit?
A Non-Solicit (non-solicitation covenant) is a contractual provision restricting an individual’s ability to solicit, hire, or do business with specified categories of customers, employees, or business partners of their former employer for a defined post-termination period. Non-solicits are typically more enforceable than non-competes: courts generally view them as proportionate protections of legitimate business interests (customer relationships, employee stability) rather than broad restraints on competition, and are the dominant restrictive-covenant tool in most employment-law jurisdictions.
Two principal non-solicit categories exist: (i) customer non-solicit: restricting the individual from soliciting business from customers or prospects of the former employer, typically with whom the individual had material contact during employment; and (ii) employee non-solicit (anti-poaching): restricting the individual from soliciting or hiring former colleagues to leave the former employer. Customer non-solicits are nearly universally enforceable; employee non-solicits face increasing antitrust scrutiny in the U.S. (FTC and DOJ have challenged no-poach agreements between companies as antitrust violations) but remain generally enforceable as part of individual employment agreements.
Standard non-solicit terms include: (i) covered categories: specific customers/prospects/employees defined by relationship type, contact threshold, or named lists; (ii) restriction duration: typically 12–24 months post-termination, with longer durations facing greater enforceability risk; (iii) type of prohibited contact: direct solicitation, indirect solicitation through intermediaries, mere business dealings even without active solicitation; (iv) carve-outs: for general advertising, publicly-available job postings, prior personal relationships, family members; and (v) remedies: typically injunctive relief and liquidated damages.
The Turkish non-solicit framework operates under Turkish Code of Obligations Articles 444–447 (treating non-solicits similarly to non-competes but with somewhat more generous enforceability) and general contract-law principles. Customer non-solicits are generally enforceable when reasonable in scope, duration (typically 1–2 years), and tied to legitimate business interests. Employee non-solicits face Turkish-employment-law considerations including the Constitutional right to work: courts apply proportionality analysis to balance former-employer interests against the restricted employee’s career mobility. Both customer and employee non-solicits typically require compensation under the same BK 444–447 framework applicable to non-competes.
For Turkish founders structuring restrictive-covenant programs, non-solicits are often the practical workhorse: providing meaningful business protection with substantially-better enforceability than non-competes. Strategic considerations include: scope precision (narrow definitions of covered customers/employees enforce better than broad ones), duration calibration (12 months typically optimal: long enough for protection, short enough for enforceability), compensation structuring for Turkish-law compliance, integration with PIIA and severance arrangements for cohesive employee-departure framework, and international-team consistency with jurisdictionally-appropriate variations. Vircon Legal advises Turkish founders on non-solicit program design: scope and duration calibration, jurisdictional differentiation, compensation structuring, integration with broader restrictive-covenant strategy, and the coordination of customer/employee non-solicits with overall talent retention and IP-protection architecture.
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