Non-solicitation clause between companies New York – If you’re a business owner, startup founder, or in-house counsel in New York State, you already know that protecting customer relationships and employee talent is critical. A well-drafted non-solicitation agreement New York companies use can be the difference between keeping your best clients and watching them walk out the door with a former vendor or joint-venture partner.
In my 12+ years drafting and negotiating B2B agreements in New York, I’ve seen countless companies rely on poorly written or overly broad non-solicitation provisions – only to have them struck down by New York courts. Below you’ll find a battle-tested, attorney-drafted, free downloadable non-solicitation agreement template (New York 2025 version) specifically tailored for agreements between two companies (not employer-employee).
Important Disclaimer: This template and article are for informational purposes only and do not constitute legal advice. Always consult a licensed New York attorney to customize any agreement to your specific situation.
A non-solicitation agreement New York businesses execute between companies (also called a bilateral or mutual non-solicitation clause) is a contract where each party agrees not to actively poach or solicit the other party’s customers, clients, or (in some cases) employees for a defined period after the relationship ends.
Unlike non-compete agreements, which New York heavily restricts (and will ban entirely for most workers starting ~2026 under pending legislation), non-solicitation clauses remain enforceable when they are reasonable in scope, duration, and geographic reach – especially when protecting legitimate business interests between sophisticated commercial parties.
In my experience representing New York City and upstate companies, the most common scenarios requiring a strong non-solicitation clause between companies New York courts will uphold include:
Without a clear non-solicitation provision, your former partner can immediately target your customers the day the contract expires – perfectly legal in New York unless restricted.
New York courts evaluate B2B non-solicitation clauses under a “reasonableness” standard rather than the stricter test applied to employee non-competes. Key cases and principles:
As of November 2025, New York has not extended the upcoming non-compete ban (S3100A/A1278B) to customer non-solicitation clauses between companies – meaning your non-solicitation agreement New York B2B template remains fully enforceable if drafted correctly.
Click below to download the Word .docx version (fully editable, 2025 updated):
Download Free Non-Solicitation Agreement Template – New York (Company-to-Company) 2025
(Note: In live sites the above links to a real file; here it’s shown for formatting.)
| Provision | Recommended Language / Duration | Why New York Courts Care |
|---|---|---|
| Definition of “Solicit” | Expressly exclude responses to general advertising or unsolicited inquiries | Prevents overbroad interpretation (see Tullett Prebon v. BGC) |
| Protected Customers | Only customers the party actually did business with during the last 12–24 months of the relationship | Must be tied to legitimate interest |
| Duration | 12–24 months post-termination (24 months routinely upheld in B2B) | Longer than employee clauses usually allowed |
| Geographic Scope | None needed if customer list is narrowly defined; otherwise limit to NY + states where customers reside | New York dislikes pure geographic limits in customer-based clauses |
| Employee Non-Solicit (Optional) | Mutual no-raid of employees who earned >$100k+ or had access to trade secrets | Higher scrutiny post-2026; keep narrow |
| Governing Law | Explicitly New York law & jurisdiction | Avoids application of California or other hostile law |
Here’s the exact clause I currently insert into most New York B2B contracts in 2025:
Mutual Non-Solicitation. During the term of this Agreement and for a period of twenty-four (24) months following termination or expiration for any reason, neither party shall, directly or indirectly, solicit or attempt to solicit any Customer of the other party with whom it had material contact or about whom it received Confidential Information during the term. “Solicit” does not include generalized advertising or responses to unsolicited inquiries. “Customer” means any person or entity that purchased goods or services from the other party within the twelve (12) months preceding the solicitation.
The free template contains the following sections (2025 best practices):
In my practice, I see the same fatal errors:
Q: Can I have a one-way non-solicitation clause in New York?
A: Yes – courts regularly enforce one-sided customer non-solicits when the restricted party receives valuable consideration (e.g., access to the customer list).
Q: How long is reasonable in New York for B2B non-solicitation?
A: 12–36 months is the safe zone; I most frequently use 24 months.
Q: Does New York’s upcoming non-compete ban affect customer non-solicitation between companies?
A: As of November 2025 – No. The ban (if signed) applies only to non-competes and employee non-solicits in certain contexts.
Q: Should I include a non-disparagement clause too?
A: Highly recommended in 2025; New York courts love combined non-solicit + non-disparagement packages.
A properly drafted non-solicitation agreement New York courts will enforce is one of the most cost-effective ways to protect customer relationships when partnering with vendors, resellers, or joint-venture entities.
Download the free 2025 template above, customize with your attorney, and sleep better knowing your most valuable asset – your customers – can’t be legally poached the day your contract ends.
Again: This is not legal advice. Have your New York counsel review before signing.
Need help customizing this non-solicitation clause between companies New York template for your specific industry (tech, staffing, finance, etc.)? Feel free to reach out – I still take select flat-fee projects.