California Non-Solicitation Agreements: When Customer and Employee Restrictions Survive § 16600 — and When They Do Not

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Last updated: April 2026 — Reflects Business and Professions Code § 16600 as amended by AB 1076 (effective January 1, 2024), Business and Professions Code § 16600.1 creating a private right of action, Business and Professions Code § 16600.5 (SB 699) extending extraterritorial reach, the California Uniform Trade Secrets Act (Civil Code §§ 3426 et seq.), the California Court of Appeal's analysis in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) and Brown v. TGS Management Co. (2020), and the California Supreme Court's underlying framework in Edwards v. Arthur Andersen LLP (2008).

Non-solicitation clauses occupy a confusing middle ground in California employment law. They are not categorically void, unlike non-competes. But the most common forms of non-solicitation — broad customer non-solicits and employee non-solicits — have been treated by California courts as functional equivalents of non-competes and held void under Business and Professions Code § 16600.

The distinction between enforceable and unenforceable non-solicitation clauses is narrow, fact-intensive, and frequently misunderstood by both employees and employers.

This guide explains where California law currently stands on non-solicitation agreements, what survives § 16600 and what does not, and what employees should do when an employer is threatening to enforce one.

For broader context on executive employment matters, see our California Executive Employment Issues guide, and for the related framework on outright non-compete clauses, see our California Non-Compete Agreements and AB 1076 guide.

The Two Categories: Customer Non-Solicits and Employee Non-Solicits

California treats non-solicitation clauses as two distinct categories, each analyzed differently.

Customer non-solicitation clauses prohibit the departing employee from soliciting business from customers, clients, or accounts of the former employer. These are the more common form in California sales and account-management contexts. Their enforceability turns on whether the underlying customer relationships qualify as protectable trade secrets under the California Uniform Trade Secrets Act, codified at Civil Code §§ 3426 et seq.

Employee non-solicitation clauses prohibit the departing employee from soliciting, recruiting, or hiring former colleagues. These are the typical "no-poach" provisions found in technology, professional services, and sales contexts. Following the California Court of Appeal's 2018 decision in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc., broad employee non-solicitation clauses are generally void in California as restraints on trade.

The two categories share the same statutory framework — Business and Professions Code § 16600 — but have generated different bodies of case law because they restrain different things. Understanding which category your clause falls into is the first step in evaluating its enforceability.

Customer Non-Solicits: The Trade Secret Carve-Out

The starting point for customer non-solicitation analysis is Edwards v. Arthur Andersen LLP (2008), in which the California Supreme Court held that even a narrow customer non-solicitation was void under § 16600 because the statute admits no rule-of-reason exception. The Court left open one narrow possibility: a contractual restriction that does no more than protect the former employer's actual trade secrets may survive § 16600 because the protection of trade secrets is itself a recognized exception under California law.

That carve-out has been narrow in practice. To survive, a customer non-solicit must do more than recite that customer information is confidential — it must actually be tied to information that qualifies as a trade secret under the California Uniform Trade Secrets Act. The information must derive independent economic value from not being generally known, and it must be the subject of reasonable efforts to maintain its secrecy.

Customer non-solicit type	Typical California treatment
Broad prohibition on soliciting any former customer	Void under § 16600
Prohibition on soliciting customers using employer's confidential customer list	Possibly enforceable IF the list qualifies as a trade secret
Prohibition on soliciting customers the employee personally serviced	Void under § 16600
Prohibition on using specific identified trade secret information about specific customers	Generally enforceable as trade secret protection
Prohibition on accepting business from former customers (not just soliciting)	Void under § 16600 (functions as non-compete)

The line between enforceable trade-secret protection and unenforceable customer non-solicit is fact-intensive. Employers tend to draft broadly hoping to capture both. California courts read such provisions narrowly and frequently sever or void them.

Employee Non-Solicits After AMN Healthcare

The California Court of Appeals' 2018 decision in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. fundamentally changed the analysis of employee non-solicitation clauses in California. Before AMN, many California employers had relied on the older case Loral Corp. v. Moyes (1985), which had upheld a narrow employee non-solicit on the rationale that it did not significantly restrain trade.

AMN effectively overruled Loral in light of intervening developments in § 16600 jurisprudence — particularly Edwards v. Arthur Andersen. The Court of Appeal held that broad employee non-solicits restrain the departing employee's ability to engage in their lawful profession by limiting the workforce they can build, and they restrain the former colleagues' ability to seek better employment. Both restraints fall within § 16600's prohibition.

The 2020 Court of Appeal decision in Brown v. TGS Management Co. extended AMN to confidentiality provisions so broad that they functionally restrained competition, holding that contractual provisions cannot do indirectly what § 16600 prohibits directly.

After AMN and Brown, the practical reality in California is that employee non-solicit clauses in employment agreements are very rarely enforceable. Some narrow exceptions persist:

• A genuine no-hire agreement between two employers (rather than between an employer and an employee) may survive in some commercial contexts

• A non-solicit tied to the sale of a business under Business and Professions Code § 16601 may survive

• A narrow restriction tied to the protection of trade secret information — for example, a limitation on using the former employer's recruitment database to identify candidates — may survive as trade secret protection

But the run-of-the-mill "you cannot solicit, recruit, or hire any employee of the former employer for two years" clause is almost always void in California.

What AB 1076 and SB 699 Changed for Non-Solicits

The 2024 amendments to § 16600 — AB 1076 codifying § 16600.1 and SB 699 codifying § 16600.5 — apply to non-solicitation clauses to the extent they are restraints on trade. Where a customer non-solicit or employee non-solicit is void under § 16600, the employer is now affirmatively liable under § 16600.1 for including it in the employment contract, and the contract cannot be enforced under another state's law via § 16600.5.

The notice obligations of § 16600.1 — requiring notice by February 14, 2024 to current and former employees that void clauses are unenforceable — applied to customer and employee non-solicits to the extent they were void under § 16600.

Many California employers issued notices that specifically referenced non-compete clauses while remaining silent on non-solicitation clauses, on the theory that some non-solicitation clauses might survive. That narrow reading is risky; California courts have shown a willingness to treat overbroad non-solicits as functional non-competes for AB 1076 notice purposes.

What to Do When an Employer Is Threatening to Enforce a Non-Solicit

The first move is to identify which type of non-solicit the employer is asserting. A customer non-solicit and an employee non-solicit have different defenses, and your response should reflect the appropriate framework.

The second move is documentation. Pull the employment agreement, the offer letter, any equity or compensation documents that reference the non-solicit, the employer's customer list (to the extent you have it), and any communications about the asserted breach.

The third move is to assess whether the employer can plausibly assert trade secret protection. If the employer has not maintained reasonable secrecy of the customer information at issue — for example, customer names that were publicly listed on the employer's website, in marketing materials, or in industry directories — the trade secret carve-out collapses. Without trade secret protection, both customer non-solicits and employee non-solicits revert to the standard § 16600 analysis.

The fourth move is to retain California employment counsel before responding. As with non-compete threats, an employee's direct response tends to forfeit leverage. A demand letter from California employment counsel citing AMN Healthcare, Brown v. TGS, Edwards v. Arthur Andersen, and the AB 1076 framework typically resolves non-solicit threats within weeks. The employer also faces the affirmative liability layer under § 16600.1, which substantially increases the cost of enforcing a void clause.

For broader context on employer threats to enforce restrictive covenants, see our California Non-Compete Agreements and AB 1076 guide, and for the executive context where these clauses most often appear, see our California Severance Negotiation guide and our California Equity, RSU, and Stock Option Disputes guide.

Frequently Asked Questions

Are non-solicitation clauses always void in California?

No, but they are very often void. The starting point under Business and Professions Code § 16600 is that any contractual restraint on a person's lawful profession, trade, or business is void. Non-solicitation clauses survive only when they fit narrowly within recognized exceptions — chiefly the protection of genuine trade secret information under the California Uniform Trade Secrets Act, or the sale-of-business exception under § 16601.

Can my California employer prevent me from soliciting former customers?

Generally not, unless the underlying customer information qualifies as a trade secret under the California Uniform Trade Secrets Act. Under Edwards v. Arthur Andersen, broad customer non-solicits are void under § 16600. Customer information that was reasonably accessible — names of customers visible on the employer's website, in directories, or through industry-standard channels — does not qualify as a trade secret and cannot anchor an enforceable non-solicit.

Can my California employer prevent me from recruiting former colleagues?

Generally not, after AMN Healthcare and Brown v. TGS. Broad employee non-solicits in California employment agreements are treated as restraints on trade and held void under § 16600. Narrow restrictions tied to specific trade secret information may survive in limited circumstances, but the typical "you cannot solicit, recruit, or hire any employee for two years" provision is unenforceable.

Does AB 1076 apply to non-solicitation clauses?

Yes, to the extent the non-solicit is a restraint on trade void under § 16600. Where a non-solicit is void, the employer is affirmatively liable under § 16600.1 for including it in the employment contract. The notice obligations of § 16600.1 — requiring notice by February 14, 2024 — applied to void non-solicits as well as void non-competes.

My employer is asserting that my customer list is a trade secret. How do I evaluate that?

A customer list qualifies as a trade secret under the California Uniform Trade Secrets Act only if (1) the list derives independent economic value from not being generally known, and (2) the employer has made reasonable efforts to maintain its secrecy. Customer lists that were widely shared internally without restriction, that include customers identifiable through public sources, or that were not subject to confidentiality protections often fail one or both prongs. California employment counsel can evaluate the specific list and circumstances.

My non-solicit was tied to the sale of a business. Is that enforceable?

Possibly. Business and Professions Code § 16601 permits non-compete and non-solicit covenants in connection with the sale of the goodwill of a business. The covenant must be tied to the business sale itself — the seller can be restrained from soliciting the goodwill they sold — and must be reasonably limited in scope, duration, and geography. Sale-of-business non-solicits are one of the few categories that reliably survive California scrutiny.

Should I retain a California employment attorney for a non-solicit dispute?

Almost always. Non-solicit disputes are technically dense and frequently involve significant compensation at risk — equity, deferred compensation, and ongoing employment relationships. The cost of California employment counsel typically ranges from $3,000 to $25,000 in fees. The typical incremental value created by competent representation is substantially higher, particularly given the AB 1076 affirmative liability framework that now exposes employers asserting void clauses to fee-shifting liability.

DISCLOSURE

1000Attorneys.com is a California State Bar Certified Lawyer Referral and Information Service (LRIS #0128, ABA-Accredited, established 2005). The information on this page is for general educational purposes only and is not legal advice. We are not a law firm and do not provide legal representation. Statutes, case law, and regulatory guidance change. Confirm currency with a California employment attorney before relying on any of the information here.