Q&As

Would a non-solicitation clause in a commercial contract survive if it isn't expressly stated to survive termination or expiry but where there is a clear continuing rights section in the contract?

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Published on: 11 November 2020
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A non-solicitation clause is a restriction which expressly prohibits a party from soliciting certain defined individuals. The clause may be drafted so that the restriction applies for the duration of the contract term and/or for a set period following termination. For an example which has optional wording to extend the restriction for a period of time following termination or expiry, see Precedent: Non-solicitation clause—commercial contracts.

Non-solicitation clauses in commercial agreements limit the freedom of one party to carry on their business in a particular manner for a period of time. As such, they are a restraint of trade. Restraint of trade clauses have the potential to be void and unenforceable unless they protect a legitimate business interest and are drafted to be no wider than necessary to protect that same interest. For more information, see Practice Note: Decisions on restrictive covenants in commercial contracts.

Generally, whether a contractual obligation survives

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United Kingdom
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Contract definition
What does Contract mean?

A contract is a legally binding promise (oral or in writing) by one person to fulfil an obligation to another person in return for consideration. A binding contract comprises four elements: offer, acceptance, consideration and intention to create legal relations.

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