Non-Solicitation vs. Non-Compete Agreements: What’s the Difference?

Introduction: Can Your Job Follow You After You Leave?

You’re ready for a new chapter—maybe you’re switching companies, launching your own business, or simply leaving a toxic workplace behind. But then you remember that document you signed when you were hired: something about not working for a competitor or contacting clients. Suddenly, what seemed like a clean break feels legally complicated.

Non-solicitation and non-compete agreements are two of the most misunderstood clauses in employment contracts—and in New Jersey, whether they’re enforceable depends on what they say and how they’re applied. Knowing the difference between the two could mean the difference between moving forward freely or getting tangled in legal red tape.

In this article, we’ll break down exactly what these agreements mean, how they differ, how enforceable they are in NJ, and what steps to take if you’re being restricted from working. If you’re unsure about your rights, Swartz Swidler is here to help you navigate them.

What Is a Non-Compete Agreement?

A non-compete agreement is a clause or standalone contract that restricts you from working for a competing business or starting one of your own after leaving your employer. These are typically used to protect:

• Trade secrets
  
• Business goodwill
  
• Confidential strategies
  
• Client relationships

What Does It Usually Include?

• A time period (e.g., 6 months to 2 years)
  
• A geographic area (e.g., within NJ or nationwide)
  
• A scope of restricted activity (e.g., sales, management, consulting)

🎯 Example: You work in pharmaceutical sales in Trenton. A non-compete might prohibit you from working for another pharma company within 50 miles for one year after leaving.

What Is a Non-Solicitation Agreement?

A non-solicitation agreement is narrower than a non-compete. It doesn’t stop you from working in your industry—but it does prevent you from contacting or recruiting clients, customers, or employees of your former employer.

What Does It Usually Cover?

• Contacting former clients to bring them to your new company
  
• Recruiting former colleagues to join your new team
  
• Sometimes even indirect solicitation (e.g., through social media)

 

🎯 Example: You leave a tech firm and launch your own IT services company. A non-solicitation clause could prevent you from emailing your former clients—even if they want to follow you.

 

Can I…? Understanding Restrictive Covenants

Navigating post-employment restrictions can be tricky. This table clarifies what actions are typically restricted under non-compete and non-solicitation agreements.

📌 Note: These are general guidelines. The actual enforceability of your agreement depends on specific terms and New Jersey law.

📞 Need help reviewing your agreement? Contact Swartz Swidler for a personalized legal consultation.

 

Non-Solicitation vs. Non-Compete: Key Differences

Here’s how these two restrictive covenants stack up:

Feature	Non-Compete	Non-Solicitation
Restricts your ability to…	Work in your industry	Contact former clients or employees
Geographic scope	Often broad (statewide, regional)	Usually irrelevant or limited
Time limit	Often 6–24 months	Often 6–12 months
Enforceability in NJ	Heavily scrutinized	More likely to be enforced if reasonable
Purpose	Prevent competition	Protect client base and workforce

 

 

“Non-competes are viewed more skeptically by NJ courts, especially if they block someone from making a living. Non-solicitation agreements, if well-written, are more likely to be upheld.”
— Richard Swartz, Esq., Partner, Swartz Swidler LLC

Are These Agreements Enforceable in New Jersey?

The Short Answer: It Depends

New Jersey courts don’t automatically enforce restrictive covenants. They look at whether the agreement is:

• Reasonable in time, geography, and scope
  
• Protecting a legitimate business interest
  
• Not overly burdensome on the employee’s ability to earn a living

If a court finds a clause too broad or unfair, it may:

• Void the agreement entirely, or
  
• “Blue pencil” it—modifying it to make it enforceable

 

📌 Important: If you were terminated without cause, courts are less likely to enforce a non-compete.

Can You Fight or Negotiate These Agreements?

Absolutely—and you should.

When You Can Challenge:

• You signed under pressure or without legal review
  
• The restrictions are unreasonably broad
  
• Your role or industry doesn’t actually compete
  
• You were let go, not resigned

When You Can Negotiate:

• Before you sign (best time!)
  
• During exit or severance discussions
  
• After a layoff, especially if severance is offered in exchange for enforcement

 

“I thought my non-compete blocked me from every company in my field. Swartz Swidler reviewed it and got it tossed—it was way too broad.”
— Former Client, Newark, NJ

 

What Happens If You Violate a Restrictive Covenant?

If your former employer believes you’re in breach, they might:

1. Send a cease-and-desist letter
   
2. File for an injunction to stop you from working
   
3. Sue for damages, alleging lost revenue or client poaching

Your Defense May Include:

• Agreement was unreasonable
  
• You never signed the contract
  
• There’s no actual competition or harm
  
• Employer didn’t uphold their end (e.g., they breached your employment contract)

 

How Swartz Swidler Can Help

Whether you’re being asked to sign a restrictive covenant or threatened with legal action, you don’t have to go it alone.

Our Services Include:

• Contract reviews before you sign
  
• Negotiating fair terms during employment or exit
  
• Defending you in enforcement lawsuits
  
• Filing motions to void or limit overly broad clauses

“These clauses are designed to protect the company—not you. Our job is to level the playing field.”
— Justin Swidler, Esq., Swartz Swidler LLC

FAQs: Non-Solicitation and Non-Compete Agreements

• Are non-competes legal in NJ?

  • Yes, but only if they’re narrow and reasonable. Courts disfavor overly broad restrictions.

• Can my employer enforce a non-compete if they fired me?

  • It’s much harder for them to do so—especially in NJ.

• How long do these agreements last?

  • Typical duration is 6–24 months, but shorter is more likely to be enforceable.

• What if I signed years ago?

  • If you’re still bound, it may still be enforceable—but it depends on the circumstances.

• Can I contact clients if they reach out first?

  • That’s a gray area. Some agreements ban any contact, even passive. Get legal advice first.

 

Additional Resources

• Swartz Swidler – Non-Compete & Non-Solicitation Practice Area
  
• FTC Proposed Ban on Non-Competes
  
• EEOC – Employee Rights
• Contact Swartz Swidler

Conclusion: Know the Clause Before You Sign—or Challenge It

Whether you’re planning your next move or responding to a legal threat, understanding the difference between non-solicitation and non-compete agreements can protect your career, your income, and your future.

At Swartz Swidler, we’ve helped countless New Jersey professionals review, revise, and overcome restrictive covenants. If you’re feeling stuck or unsure, you don’t have to navigate this alone.

📞 Call (856) 685-7420 or schedule your free consultation today. Let’s make sure your next job isn’t blocked by your last one.